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Filing Details

Accession Number:: 0001562180-18-003398
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-07-24 17:47:42
Reporting Period:: 2018-07-20

Accepted Time:: 2018-07-24 17:47:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1455684	Tpi Composites Inc	TPIC	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1435350	Element Partners Ii Lp	565 E Swedesford Road Suite 207 Wayne PA 19087	No	No	No	No
1442909	Element Partners Ii Intrafund Lp	565 E Swedesford Road Suite 207 Wayne PA 19087	No	No	No	No
1678834	Element Ii G.p., Llc	565 E Swedesford Road Suite 207 Wayne PA 19087	No	No	No	No
1678851	Element Partners Ii G.p., L.p.	565 E Swedesford Road Suite 207 Wayne PA 19087	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-07-20	72,191	$9.35	7,521,039	No	4	X	Indirect	See Footnote
Common Stock	Disposition	2018-07-20	22,836	$29.56	7,498,203	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Warrants	Acquisiton	2018-07-20	72,191	$0.00	72,191	$9.35

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	X	Indirect

Footnotes

71,109 shares of these securities are held of record by Element Partners II, L.P. ("EP II") and 1,082 shares of these securities are held of record by Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and Element II G.P., LLC ("GP LLC") is the general partner of GP LP. The Reporting Person is a managing member of GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.
These securities are held of record by EP II and Intrafund. GP LP is the general partner of both EP II and Intrafund, and GP LLC is the general partner of GP LP. This report on Form 4 is jointly filed by EP II, Intrafund, GP LP and GP LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Pursuant to the terms and conditions of the underlying warrant agreements, 72,191 shares of common stock underlying the warrants were deemed to have been automatically exercised on a cashless, net issuance basis immediately prior to the expiration of the warrants, which expiration occurred on the second anniversary of the Issuer's initial public offering. As a result of this net issuance, the Issuer withheld 22,836 shares underlying the warrants to pay the exercise price and issued to EP II and Intrafund the remaining 49,355 shares. The Issuer also paid $46.31 to EP II and Intrafund in lieu of fractional shares.
These securities are exercisable for common stock and are exercisable at any time until the earlier of (i) December 24, 2022, (ii) two (2) years following the effective date of the issuer's initial public offering or (iii) the date of a merger event, as defined in the warrant.