Filing Details
- Accession Number:
- 0000950103-24-007026
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-05-22 18:10:20
- Reporting Period:
- 2024-05-20
- Accepted Time:
- 2024-05-22 18:10:20
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1852131 | Nextracker Inc. | NXT | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1209945 | Bruce Ledesma | C/O Nextracker Inc. 6200 Paseo Padre Parkway Fremont CA 94555 | President - Strtgy & Admnstrtn | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2024-05-20 | 11,967 | $43.90 | 17,555 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2024-05-20 | 168 | $44.41 | 17,387 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2024-05-21 | 76,220 | $0.00 | 93,607 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2024-05-21 | 44,753 | $0.00 | 138,360 | No | 4 | A | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | A | Direct | |
| No | 4 | A | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Stock Units | Acquisiton | 2024-05-21 | 49,286 | $0.00 | 49,286 | $0.00 |
| Common Stock | Stock Option (Right to Buy) | Acquisiton | 2024-05-21 | 34,006 | $0.00 | 34,006 | $47.05 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 88,666 | No | 4 | A | Direct | ||
| 34,006 | 2034-05-21 | No | 4 | A | Direct |
Footnotes
- The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 16, 2023.
- The reported price in Column 4 for these sales transactions is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.36 to $44.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- The reported price in Column 4 for these sales transactions is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.38 to $44.43 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, which were initially earned upon certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%.
- The amount reported herein reflects 75% of the number of PSUs earned based on achievement of the financial performance metrics, which is the minimum amount of PSUs that will be earned and eligible to vest at the end of the three-year performance period, subject generally to the Reporting Person's continued employment with the Issuer through such date.
- Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
- Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 21, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 21, 2025, 30% on May 21, 2026, and 40% on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.
- Reflects the second tranche of an award of PSUs, originally granted to the Reporting Person on April 6, 2022, which was earned upon the certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The earned PSUs will service-vest on March 31, 2025, subject generally to the Reporting Person's continued employment with the Issuer through such date.
- Reflects an award of stock options to purchase shares of common stock of the Issuer granted to the Reporting Person on May 21, 2024. This option will vest and become exercisable on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the vesting date and acceleration in certain circumstances.
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