0001562180-22-000100 3 2 20220101 20220104 20220104 Marram Lance Morell 0001899350 3 34 001-37839 22506968 C/O TPI COMPOSITES, INC. 8501 N. SCOTTSDALE ROAD, SUITE 100 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 3 1 primarydocument.xml PRIMARY DOCUMENT FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 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. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol Marram Lance Morell Statement TPI COMPOSITES, INC [TPIC] (MM/DD/YYYY) 1/1/2022 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check 8501 N SCOTTSDALE ROAD, SUITE 100 all applicable) _____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Commercial Officer / (Street) 5. If Amendment, 6. Individual or Joint/Group SCOTTSDALE, AZ 85253 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1.Title of Security 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned Direct (Instr. 4) (D) or Indirect (I) (Instr. 5) No securities are beneficially owned 0.00 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable and Expiration 3. Title and Amount 4. Conversion 5. 6. Nature of (Instr. 4) Date of Securities or Exercise Ownership Indirect (MM/DD/YYYY) Underlying Price of Form of Beneficial Derivative Security Derivative Derivative Ownership (Instr. 4) Security Security: (Instr. 5) Direct (D) or Indirect (I) Date Expiration Date Title Amount or (Instr. 5) Exercisable Number of Shares Stock Options (Right to buy) (1) 10/16/2029 Common 3949.00 $18.99 D Stock Stock Options (Right to buy) (1) 10/16/2029 Common 56801.00 $18.99 D Stock Restricted Stock Units (2) (3) (2) (3) Common 2217.00 $0.00 (2) D Stock Restricted Stock Units (2) (4) (2) (4) Common 3024.00 $0.00 (2) D Stock Restricted Stock Units (2) (5) (2) (5) Common 1851.00 $0.00 (2) D Stock Restricted Stock Units (2) (6) (2) (6) Common 1897.00 $0.00 (2) D Stock Explanation of Responses: (1) 25% of the securities underlying the original stock option grant vested on October 16, 2020 and 6.25% vest on each quarterly anniversary thereafter, such that 100% of these securities vest on the fourth anniversary of this grant; provided the Reporting Person continues to provide service to the Issuer through each applicable vesting date. (2) Each restricted stock unit ("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. (3) 100% of the RSUs will vest on March 11, 2023; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date. (4) The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $30, 1/3 will vest upon the Issuer's common stock achieving a market price of $38 and 1/3 will vest upon the Issuer's common stock achieving a market price of $43, in each case during the performance period starting on March 11, 2020 and ending on December 31, 2022; provided, that the Reporting Person continues to provide services to the Issuer through the vesting period. (5) 100% of the RSUs will vest on March 10, 2024; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date. (6) The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $66, 1/3 will vest upon the Issuer's common stock achieving a market price of $72 and 1/3 will vest upon the Issuer's common stock achieving a market price of $78, in each case during the performance period starting on March 10, 2021 and ending on December 31, 2023; provided, that the Reporting Person continues to provide services to the Issuer through the vesting period. Remarks: No securities are beneficially owned. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marram Lance Morell 8501 N SCOTTSDALE ROAD, SUITE 100 Chief Commercial Officer SCOTTSDALE, AZ 85253 Signatures /s/ Steven G. Fishbach, Attorney-in-Fact 1/4/2022 ** 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. 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. EX-99 2 poalancemarram.txt POA 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-facts 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-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights a nd 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 undersigneds 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 undersigneds 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 undersigneds 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 thereof, the undersigned has caused this Power of Attorney to be executed as of December 9, 2021. s Lance Morell Marram Name Lance Morell Marram