0001562180-23-000439 4 1 20230112 20230117 20230117 Lavine Jerrold I 0001872040 4 34 001-37839 23531656 C/O TPI COMPOSITES, INC. 8501 N. SCOTTSDALE ROAD SCOTTSDALE AZ 85253 TPI COMPOSITES, INC 0001455684 3510 201590775 1231 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 4 1 primarydocument.xml PRIMARY DOCUMENT FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Lavine Jerrold I TPI COMPOSITES, INC [ TPIC Issuer (Check all ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 8501 N SCOTTSDALE ROAD, SUITE 100 Transaction (MM/DD/YYYY) (specify below) 1/12/2023 President, Transportation (Street) 4. If Amendment, Date 6. Individual or SCOTTSDALE, AZ 85253 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 1/12/2023 A 44803.00 (1) A $0.00 44803.00 D Common Stock 1/12/2023 M 9266.00 A $0.00 54069.00 D Common Stock 1/12/2023 F 15986.00 (2) D $13.91 38083.00 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of 6. Date Exercisable and Expiration Date 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Execution (Instr. 8) Derivative Securities Securities Underlying of derivative Ownership of (Instr. 3) or Date, if Acquired (A) or Derivative Security Derivative Securities Form of Indirect Exercise any Disposed of (D) (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of (Instr. 3, 4 and 5) (Instr. 5) Owned Security: Ownership Derivative Following Direct (D) (Instr. 4) Security Reported or Transaction(s) Indirect Amount or (Instr. 4) (I) Date Exercisable Expiration Date Title Number of (Instr. 4) Code V (A) (D) Shares Restricted Stock (3) 1/12/2023 M 9266.00 (3) (4) (5) (3) (4) (5) Common Stock 9266.00 $0.00 9266.00 D Units Explanation of Responses: (1) Represents settlement of a portion of a performance-based restricted stock unit ("PRSU") award granted on January 12, 2023. A total of 49,781 PRSU's were granted pursuant to such award. (2) Represents the shares required to satisfy tax withholding obligations in connection with the vesting of 9,266 restricted stock units("RSUs") and 44,803 PRSU's. (3) Each RSU represents a contingent right to receive one share of the common stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from Issuer. (4) On January 12, 2022, the Reporting Person was granted 18,532 RSU's. 50% of such RSU award vested on January 12, 2023 and the remaining 50% will vest on January 12, 2024. (5) Subject to the Reporting Person remaining a service provider to the Company through and including the second anniversary of the date of the above award, if the aggregate market value of the total number of shares issued pursuant to the award as of such date, together with the aggregate market value of any shares underlying this award that have been sold before such date, is less than the aggregate market value of the total number of shares issuable as of original grant date (in each case, as measured by reference to the closing market prices of the Company's common stock on said dates), then the Reporting Person will receive additional fully vested shares on such second anniversary date with an aggregate market value equal to the difference between the two amounts. Any such additional shares shall be issued pursuant to, and shall be subject to, the terms of the Company's 2015 Stock Option and Incentive Plan and the applicable award agreement thereunder. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lavine Jerrold I President, 8501 N SCOTTSDALE ROAD, SUITE 100 Transportation SCOTTSDALE, AZ 85253 Signatures /s/ Steven G. Fishbach, Attorney-in-Fact 1/17/2023 ** 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 4(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. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.