0001562180-20-006906 4 1 20201123 20201125 20201125 Lockard Steven C 0001678420 4 34 001-37839 201350875 C/O TPI COMPOSITES, INC. 8501 N. SCOTTSDALE ROAD, SUITE 100 SCOTTSDALE AZ 85253 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 Lockard Steven C TPI COMPOSITES, INC [ TPIC Issuer (Check all ] applicable) __X__ Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 8501 NORTH SCOTTSDALE Transaction (MM/DD/YYYY) below) _____ Other ROAD,, GAINEY CENTER II, SUITE 11/23/2020 (specify below) 100 (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 Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code 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 (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 11/23/2020 M 38935.00 A $10.8722 384371.00 D Common Stock 11/23/2020 S 38935.00 D $40.2539 (1) 345436.00 D Common Stock 11/24/2020 M 111065.00 A $10.8722 456501.00 D Common Stock 11/24/2020 S 71221.00 D $38.6329 (2) 385280.00 D Common Stock 11/24/2020 S 38044.00 D $39.6907 (3) 347236.00 D Common Stock 11/24/2020 S 1800.00 D $40.2267 (4) 345436.00 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 Acquired Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) Security 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 Option $10.8722 11/23/2020 M 38935.00 (5) 5/29/2025 Common 38935.00 $0.00 524510.00 D (Right to Buy) Stock Stock Option $10.8722 11/24/2020 M 111065.00 (5) 5/29/2025 Common 111065.00 $0.00 413445.00 D (Right to Buy) Stock Explanation of Responses: (1) This transaction was executed in multiple trades at prices ranging from $40.00 to $40.76. 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. (2) This transaction was executed in multiple trades at prices ranging from $38.05 to $38.97. 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 $39.18 to $40.08. 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 $40.20 to $40.26. 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) The option representing a right to purchase a total of 819,720 shares, vest over a four year period as follows: 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 the Issuer's offering; 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 Lockard Steven C 8501 NORTH SCOTTSDALE ROAD, X GAINEY CENTER II, SUITE 100 SCOTTSDALE, AZ 85253 Signatures /s/ Steven G. Fishbach, Attorney-in-Fact 11/25/2020 ** 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.