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Energy Capital Partners GP III Co-Investment

Filed: 24 Jul 19, 5:45pm
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ECP ControlCo, LLC

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019
3. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Beneficially Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock100,000ISee footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
ECP ControlCo, LLC

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III, LLC

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners GP III, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-A, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-B, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-C, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-D, LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners GP III Co-Investment (Sunnova), LLC

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners III (Sunnova Co-Invest), LP

(Last)(First)(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)
SHORT HILLSNJ07078

(City)(State)(Zip)
Explanation of Responses:
1. The shares of Common Stock reported herein are held by Sunnova Energy Corporation ("Parent"). Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP (collectively, the "ECP Funds") and Energy Capital Partners III (Sunnova Co-Invest), LP ("ECP Sunnova") collectively beneficially own a majority of the outstanding shares of Parent.
2. ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP GP"), which is (i) the general partner of Energy Capital Partners GP III, LP ("ECP Fund GP") and (ii) the managing member of Energy Capital Partners GP III Co-Investment (Sunnova), LLC ("ECP Sunnova GP"). ECP Fund GP is the general partner of each of the ECP Funds and ECP Sunnova GP is the general partner of ECP Sunnova. Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the Common Stock held by Parent, but each disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.
Remarks:
ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners GP III Co-Investment (Sunnova), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
Energy Capital Partners III (Sunnova Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (Sunnova), LLC, its general partner, By: Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member07/24/2019
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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