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Energy Capital Partners GP III Co-Investment

Filed: 31 Jul 19, 6:00pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/29/2019C38,352,957A(1)(2)38,352,957ISee footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock(2)07/29/2019C88,550,351(2)(2)Common Stock37,955,570(1)0ISee footnotes(3)(4)
Series C Convertible Preferred Stock(2)07/29/2019C927,109(2)(2)Common Stock397,387(1)0ISee footnotes(3)(4)
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. On July 29, 2019, the Issuer and Sunnova Energy Corporation completed a merger (the "Merger") pursuant to which the Issuer became a parent holding company of Sunnova Energy Corporation, and each issued and outstanding share of common stock and preferred stock of Sunnova Energy Corporation was converted into one share of common stock and preferred stock of the Issuer, respectively. As a result of the Merger, each stockholder of Sunnova Energy Corporation became a stockholder of the Issuer holding the same proportional equity interests as immediately prior to the Merger. In addition, the Issuer completed a 1-for-2.333 reverse stock split immediately prior to completion of the initial public offering.
2. In connection with the completion of the Issuer's initial public offering, each share of Series A convertible preferred stock and Series C convertible preferred stock automatically converted into shares of the Issuer's Common Stock on a 2.333-for-1 basis (after giving effect to the reverse stock split consummated by the Issuer).
3. Following the transactions reported herein, consists of: 528,150 shares of Common Stock held by Energy Capital Partners III, LP, 17,779,378 shares of Common Stock held by Energy Capital Partners III-A, LP, 2,147,150 shares of Common Stock held by Energy Capital Partners III-B, LP, 7,350,272 shares of Common Stock held by Energy Capital Partners III-C, LP, 9,071,496 shares of Common Stock held by Energy Capital Partners III-D, LP (collectively, the "ECP Funds") and 1,476,511 shares of Common Stock held by Energy Capital Partners III (Sunnova Co-Invest), LP ("ECP Sunnova").
4. 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 reported herein, 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 Member07/31/2019
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
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 Member07/31/2019
** Signature of Reporting PersonDate
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