Home > Insider Trading > Filing (0001387131-23-008262)

Filing Details

Accession Number:: 0001387131-23-008262
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-07-06 16:35:01
Reporting Period:: 2023-07-03

Accepted Time:: 2023-07-06 16:35:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1852131	Nextracker Inc.	NXT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Inc. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Inc. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1366946	Jon Winkelried	C/O Tpg Inc. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1903793	Tpg Gp A, Llc	C/O Tpg Inc. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-07-03	2,518,438	$35.31	12,760,752	No	4	S	Indirect	See Explanation of Responses

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

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Unit and Class B Common Stock	Disposition	2023-07-03	1,606,562	$35.31	1,606,562	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,140,341			No	4	J	Indirect

Footnotes

Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the managing member of TPG GPCo, LLC, which is the sole member TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of each of (i) The Rise Fund II DE AIV GenPar Advisors, LLC and (ii) TPG Rise Climate DE AIV GenPar Advisors, LLC.
The Rise Fund II DE AIV GenPar Advisors, LLC is the general partner of The Rise Fund II DE AIV GenPar, L.P., which is the sole member of The Rise Fund II DE AIV SPV GP, LLC, which is the general partner of The Rise Fund II BDH, L.P., which directly holds 1,399,242 shares of Class A common stock ("Class A Shares") of Nextracker Inc. (the "Issuer").
TPG Rise Climate DE AIV GenPar Advisors, LLC is the general partner of TPG Rise Climate DE AIV GenPar, L.P., which is the sole member of TPG Rise Climate DE AIV SPV GP, LLC, which is the general partner of each of (i) TPG Rise Flash, L.P., which directly holds 8,140,341 common units ("Common Units") of Nextracker LLC and an equal number of shares of Class B common stock ("Class B Shares") of the Issuer, (ii) TPG Rise Climate Flash CI BDH, L.P., which directly holds 1,062,653 Class A Shares, and (iii) TPG Rise Climate BDH, L.P. (together with The Rise Fund II BDH, L.P., TPG Rise Flash, L.P. and TPG Rise Climate Flash CI BDH, L.P., the "TPG Funds"), which directly holds 10,298,857 Class A Shares.
Pursuant to the terms of the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders from time to time of Common Units (the "Exchange Agreement"), TPG Rise Flash, L.P. may exchange all or a portion of its Common Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
On July 3, 2023, the Issuer purchased from TPG Rise Flash, L.P. 1,606,562 Common Units (together with a corresponding number of Class B Shares) at a price of $35.31375 per Common Unit/Class B Share (with a corresponding number of Class B Shares being retired and canceled for no consideration).
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.