Energy Capital Partners GP III Co-Investment Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED 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 HILLS

07078

(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)

Director	X	10% 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
X	Form 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 Stock	100,000	I	See 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 Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

ECP ControlCo, LLC

(Last)

(First)

(Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 HILLS

07078

(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 Member	07/24/2019
	Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	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 Member	07/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Energy Capital Partners GP III Co-Investment Form 3Initial statement of insider ownership