0000899243-16-025531 3 5 20160721 20160721 20160721 TPI COMPOSITES, INC 0001455684 3510 000000000 DE 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 280 SCOTTSDALE AZ 85253 480-305-8910 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 280 SCOTTSDALE AZ 85253 TPI COMPOSITES INC 20090206 LANDMARK EQUITY ADVISORS LLC /ADV 0001064487 CT 1231 3 34 001-37839 161778405 10 MILL POND LANE SIMSBURY CT 06070-0188 8606519760 Landmark Growth Capital Partners, LLC 0001679456 CT 1231 3 34 001-37839 161778406 10 MILL POND LANE SIMSBURY CT 06070 860-651-9760 10 MILL POND LANE SIMSBURY CT 06070 LANDMARK IAM GROWTH CAPITAL LP 0001257823 3 34 001-37839 161778407 10 MILL POND LANE SIMSBURY CT 06070 8606519760 LANDMARK GROWTH CAPITAL PARTNERS LP 0001257979 3 34 001-37839 161778408 10 MILL POND LANE SIMSBURY CT 06070 8606519760 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001064487 LANDMARK EQUITY ADVISORS LLC /ADV 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001257979 LANDMARK GROWTH CAPITAL PARTNERS LP 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001257823 LANDMARK IAM GROWTH CAPITAL LP 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001679456 Landmark Growth Capital Partners, LLC 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 Common Stock 3833049 I See Notes Series A Convertible Preferred Stock Common Stock 411749 I See Notes Series B Convertible Preferred Stock Common Stock 289459 I See Notes Series B-1 Convertible Preferred Stock Common Stock 438291 I See Notes Series C Convertible Preferred Stock Common Stock 193206 I See Notes Senior Redeemable Preferred Stock Common Stock 190380 I See Notes Common Warrant 9.35 Common Stock 72191 I See Notes Subordinated Convertible Promissory Note 11.00 Common Stock 485887 I See Notes These securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital, L.P. ("Landmark IAM"). Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both Landmark LGCP and Landmark IAM, and Landmark Equity Advisors, LLC ("LEA LLC") is the managing member of LGCP LLC. This report on Form 3 is jointly filed by LGCP, Landmark IAM, LGCP LLC and LEA LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Paul G. Giovacchini, an advisor to LEA LLC, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These securities are convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 3 above. These securities do not have an expiration date. These securities are exercisable for Common Stock and are exercisable at any time until the earlier of (i) December 29, 2022, (ii) two (2) years following the effective date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. These securities are exercisable (a) immediately prior to the completion of any Change of Control or Qualified Initial Public Offering, or (b) at the election of the Reporting Person, at any time after the occurrence of an event of default, and are convertible into shares of Issuer common stock at a conversion price equal to the public offering price per share. /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Growth Partners, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark IAM Growth Capital, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Growth Capital Partners, LLC 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Equity Advisors, LLC 2016-07-21 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 6, 2016.

                                        LANDMARK GROWTH CAPITAL PARTNERS, LLC
                                        By:  Landmark Equity Advisors LLC
                                        Its: Managing Member

                                        By: /s/ Paul G. Giovacchini
                                            -----------------------------------
                                        Name: Paul G. Giovacchini
                                        Title: Advisor
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 6, 2016.

                                        LANDMARK GROWTH CAPITAL PARTNERS, L.P.
                                        By:  Landmark Growth Capital Partners, 
                                             LLC
                                        Its: General Partner

                                        By:  Landmark Equity Advisors LLC
                                        Its: Managing Member

                                        By: /s/ Paul G. Giovacchini
                                            ------------------------------------
                                        Name: Paul G. Giovacchini
                                        Title: Advisor
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 6, 2016.

                                        LANDMARK IAM GROWTH CAPITAL, L.P.
                                        By:  Landmark Growth Capital Partners, 
                                             LLC
                                        Its: General Partner

                                        By:  Landmark Equity Advisors LLC
                                        Its: Managing Member

                                        By: /s/ Paul G. Giovacchini
                                            ------------------------------------
                                        Name: Paul G. Giovacchini
                                        Title: Advisor
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 6, 2016.

                                        LANDMARK EQUITY ADVISORS, LLC

                                        By: /s/ Paul G. Giovacchini
                                            ------------------------------------
                                        Name: Paul G. Giovacchini
                                        Title: Advisor