0001140361-17-005805 SC 13G 3 20170210 20170210 GENERAL ELECTRIC CO TPI COMPOSITES, INC 0001455684 3510 201590775 SC 13G 34 005-89834 17593825 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 480-305-8910 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 TPI COMPOSITES INC 20090206 GE Ventures Ltd 0001680351 981084053 L2 1231 SC 13G 3220 AVIATION HOUSE WESTPARK SHANNON, COUNTY CLARE L2 00000 650-233-3927 3220 AVIATION HOUSE WESTPARK SHANNON, COUNTY CLARE L2 00000 SC 13G 1 formsc13g.htm GE VENTURES LIMITED SC 13G 12-31-2016 (TPI COMPOSITES)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. _)*
 
TPI Composites, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

             87266J104                
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 Rule 13d-1(b)
 
 Rule 13d-1(c)
 
 Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 

CUSIP No. 87266J104
13G
Page 2

1
NAMES OF REPORTING PERSONS
 
 
GE Ventures Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ireland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0  (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
2,843,664*  (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0  (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,843,664*  (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,843,664  (See Item 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.4%*  (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

2


CUSIP No. 87266J104
13G
Page 3

1
NAMES OF REPORTING PERSONS
 
 
General Electric Company
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0  (See Item 4)
 
 
 
 
6
SHARED VOTING POWER
 
 
2,843,664*  (See Item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0  (See Item 4)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,843,664*  (See Item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,843,664*  (See Item 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.4%  (See Item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO; HC
 
 
 
 
 
*Includes all shares of common stock of the Issuer beneficially owned by GE Ventures Limited.
3

Item 1(a).  Name of Issuer:
 
TPI Composites, Inc. (the “Issuer”)
 
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 
8501 N. Scottsdale Rd., Gainey Center II, Suite 100, Scottsdale, AZ  85253
 
Item 2(a).  Name of Person Filing:
 
This statement is being filed by each of:
 
GE Ventures Limited (“Ventures”)
General Electric Company (“GE”)

Ventures is a wholly-owned subsidiary of GE.
 
Ventures and GE are referred to herein collectively as the “Reporting Persons”.
 
An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.
 
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 
The principal business office of Ventures is 3220 Aviation House, Westpark, Shannon, County Clare, Ireland.  The principal business office of GE is 41 Farnsworth Street, Boston, MA  02210.
 
Item 2(c).  Citizenship:
 
Ventures is organized under the law of Ireland.  GE is a New York corporation.
 
Item 2(d).  Title and Class of Securities:
 
Common Stock, par value $0.01 per share, of the Issuer (the “Common Stock”)
 
Item 2(e).  CUSIP Number:
 
87266J104
 
Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a) Broker or dealer registered under Section 15 of the Exchange Act
 
(b) Bank as defined in Section 3(a)(6) of the Exchange Act
 
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act
 
(d) Investment company registered under Section 8 of the Investment Company Act
 
(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
(f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
(g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
 
(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
 
(i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
 
(j) A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)
 
(k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
 
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:
 
4

Item 4.  Ownership.
 
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2016, are incorporated by reference.
 
As of December 31, 2016, GE beneficially owned in the aggregate 2,843,664 shares of Common Stock, which were directly owned by Ventures, representing approximately 8.4% of the shares of Common Stock outstanding (based on 33,736,863 shares outstanding as of October 31, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2016, for the quarterly period ended September 30, 2016).
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following ☐.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.  Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.  Certifications.
 
Not applicable.
 
5

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 10, 2017
 
 
GE VENTURES LIMITED
     
     
 
By:
/s/ Kelly Warrick
   
Name:  Kelly Warrick
   
Title:  Authorized Signatory
     
     
 
GENERAL ELECTRIC COMPANY
     
     
 
By:
/s/ Kelly Warrick
   
Name:  Kelly Warrick
   
Title:    Attorney-in-fact


6

EXHIBIT INDEX
 
Exhibit No.
Description
   
Joint Filing Agreement, dated February 10, 2017, by and among the Reporting Persons
   
Power of Attorney (General Electric Company)
 
 
 

7

EX-99.1 2 ex99_1.htm EXHIBIT 1

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of  common stock, $0.01 par value, of TPI Composites, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1).  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Dated:  February 10, 2017
 
 
GE VENTURES LIMITED
     
     
 
By:
/s/ Kelly Warrick
   
Name:  Kelly Warrick
   
Title:  Authorized Signatory
     
     
 
GENERAL ELECTRIC COMPANY
     
     
 
By:
/s/ Kelly Warrick
   
Name:  Kelly Warrick
   
Title:    Attorney-in-fact

 
 


EX-99.2 3 ex99_2.htm EXHIBIT 2

EXHIBIT 2

POWER OF ATTORNEY

The undersigned, General Electric Company, a New York company (hereinafter referred to as the “Company”) does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Jim Waterbury
Kelly Warrick
Annie Bortolot
Barbara Lane
Bill Bradley
Aaron Briggs
Brian Sandstrom
Brandon Smith

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company.  The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.  Unless revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on February 1, 2018.

IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as of the 2nd day of February 2017.
 
 
General Electric Company
     
     
 
By:
/s/ Christoph A. Pereira
   
Christoph A. Pereira
   
Chief Corporate, Securities & Finance Counsel and Associate Secretary
 
 
Attest:


/s Brandon Smith          
Brandon Smith
Attesting Secretary