0000899243-16-025536 3 2 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 DEUTCH PHILIP J 0001241831 3 34 001-37839 161778416 PERSEUS 2000 LLC 2099 PENNSYLVANIA AVUE NW STE 900 WASHINGTON DC 20006 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001241831 DEUTCH PHILIP J 1700 K STREET NW, SUITE 750 WASHINGTON DC 20006 1 0 1 0 Stock Option (Right to Buy) 10.8722 2025-05-29 Common Stock 18000 D Restricted Stock Units 0.00 Common Stock 2880 D Series A Convertible Preferred Stock Common Stock 2536242 I See Footnote Series B Convertible Preferred Stock Common Stock 219954 I See Footnote Series B-1 Convertible Preferred Stock Common Stock 372135 I See Footnote Series C Convertible Preferred Stock Common Stock 386413 I See Footnote Senior Redeemable Preferred Stock Common Stock 285572 I See Footnote 25% of these securities vest on the first anniversary of the effective date of the initial public offering of the Issuer, and 6.25% vest on each quarterly anniversary thereafter, such that 100% of these securities vest on the fourth anniversary of this offering; provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date. All of the restricted stock units ("RSUs") vest on the first anniversary of the effective date of the initial public offering of the Issuer; provided, that the Reporting Person continues to provide service to the Issuer through the vesting date. The RSUs do not have an expiration date. Each RSU represents a contingent right to receive one share of Common Stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from the Issuer. 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 held of record by NGP Energy Technology Partners, L.P. ("NGP LP"). NGP ETP, L.L.C. ("NGP ETP") is the general partner of NGP LP and Energy Technology Partners, L.L.C. ("ETP LLC") is the manager of NGP ETP. The Reporting Person has been designated as a representative to serve on the Issuer's board of directors by NGP LP and is the manager of ETP LLC. The Reporting Person may be deemed to share voting and investment power with respect to all shares held by NGP LP. The Reporting Person 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 his pecuniary interest therein, if any. /s/ Steven G. Fishbach, Attorney-in-Fact 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 11, 2016.

                                        /s/ Philip J. Deutch
                                        ----------------------------------------
                                        Philip J. Deutch