Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

First Solar, Inc.

(Name of Issuer)

 

Common stock

(Title of Class of Securities)

336433107

(CUSIP Number)

Lukas T. Walton

In care of:

Shilpi Gupta, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 16, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

This filing constitutes Amendment No. 1 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2016 (the “Original Schedule 13D,” and as amended and supplemented by this Amendment, the “Schedule 13D”) by Lukas T. Walton in respect of shares of the common stock (“Shares”) of First Solar, Inc.

Unless set forth below, all previous Items of the Original Schedule 13D are unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by the addition of the following text:

Consistent with his prior disclosure, the Reporting Person has continued to evaluate his investment in the Issuer and has determined to decrease his personal investment in the Issuer in order to fund impact investments across a variety of social and environmental causes. With the cooperation of the Issuer, the Reporting Person sold 8,649,074 Shares in a sale registered pursuant to the Securities Act of 1933 (the “Registered Sale”). Upon the satisfaction of the conditions set forth in the underwriting agreement entered into in connection with the Registered Sale (as described in Item 6 of this Amendment), the Reporting Person sold such shares at a net price of $68.50 per Share on September 21, 2020.

The Reporting Person has further determined to contribute up to 8,649,074 Shares to charitable organizations, including to The Builders Initiative Inc. (“TBI”), a charitable private foundation controlled by the Reporting Person and exempt under Section 501(c)(3) of the Internal Revenue Code of 1986. The timing of such contributions is subject to the Reporting Person’s agreement, pursuant to the lock-up agreement described in Item 6 to this Amendment, to refrain from making such contributions within sixty days of the Registered Sale, and to such other considerations as the Reporting Person deems appropriate. Because the Reporting Person controls the voting and investment decisions of TBI, his contribution of Shares to TBI will not decrease his beneficial ownership of Shares. However, consistent with the charitable purpose of TBI, following his contribution of Shares to TBI the Reporting Person anticipates diversifying TBI’s holdings by selling Shares held by TBI at such times as the Reporting Person believes appropriate, upon consideration of the advice of TBI’s investment committee.

The Reporting Person has no further plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D at this time, but continues to reserve the right to undertake the continuous reevaluation of his investment in the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

Upon the closing of the Registered Sale, the Reporting Person is the beneficial owner of and has sole voting and dispositive power with respect to 13,841,358 Shares. Based on 105,967,668 outstanding Shares as of September 14, 2020, as reported by the Issuer in the Preliminary Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5)on September 16, 2020, the Shares beneficially owned by the Reporting Person represent approximately 13.1% of the Issuer’s outstanding Shares.

The disclosure regarding the Registered Sale set forth in Item 4 of this Amendment is hereby incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by the addition of the following text:

In connection with the Registered Sale, on September 16, 2020, the Reporting Person entered into customary forms of an underwriting agreement and lock-up agreement. As a successor to the Estate of John T. Walton, the Reporting Person is subject to a Registration Rights Agreement between the Issuer and the other signatories thereto, as affirmed by the Acknowledgment and Reaffirmation Agreement entered into by the Reporting Person and the other signatories thereto on September 15, 2020.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated to read as follows: