0001562180-21-001990 4 1 20210302 20210304 20210304 Schumaker Bryan Robert 0001362345 4 34 001-37839 21715791 2200 S. 75TH AVE. PHOENIX AZ 85043 TPI COMPOSITES, INC 0001455684 3510 201590775 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 Schumaker Bryan Robert 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 NORTH SCOTTSDALE Transaction (MM/DD/YYYY) (specify below) ROAD, GAINEY CENTER II, SUITE 100 3/2/2021 Chief Financial Officer (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. Code 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) of (D) Securities Form: Direct (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 3/2/2021 M 52614.00 A $22.01 53684.00 D Common Stock 3/2/2021 S (1) 12812.00 D $48.9358 (2) 40872.00 D Common Stock 3/2/2021 S (1) 14753.00 D $49.9055 (3) 26119.00 D Common Stock 3/2/2021 S (1) 13221.00 D $51.1238 (4) 12898.00 D Common Stock 3/2/2021 S (1) 6124.00 D $51.9363 (5) 6774.00 D Common Stock 3/2/2021 S (1) 700.00 D $53.18 (6) 6074.00 D Common Stock 3/2/2021 S (1) 5004.00 D $54.0499 (7) 1070.00 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Stock Options $22.01 3/2/2021 M 52614.00 (8) 5/14/2029 Common 52614.00 $0.00 87688.00 D (Right to buy) Stock Explanation of Responses: (1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2020. (2) This transaction was executed in multiple trades at prices ranging from $48.55 to $49.54. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (3) This transaction was executed in multiple trades at prices ranging from $49.57 to $50.57. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (4) This transaction was executed in multiple trades at prices ranging from $50.58 to $51.58. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (5) This transaction was executed in multiple trades at prices ranging from $51.59 to $52.57. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (6) This transaction was executed in multiple trades at prices ranging from $52.71 to $53.56. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (7) This transaction was executed in multiple trades at prices ranging from $53.89 to $54.66. The price reported above reflects the weighted-average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. (8) The option representing a right to purchase a total of 140,302 shares, 25% of the Option Shares shall vest on the first anniversary of the grant date and thereafter 6.25% of the Option Shares shall vest per quarter on each quarterly anniversary date for the ensuing 12 quarters until the 12th ensuing quarter whereby all remaining shares shall vest. provided, that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schumaker Bryan Robert 8501 NORTH SCOTTSDALE ROAD Chief Financial Officer GAINEY CENTER II, SUITE 100 SCOTTSDALE, AZ 85253 Signatures /s/ Steven G. Fishbach, Attorney-in-Fact 3/4/2021 ** 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.