FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

ELEMENT PARTNERS II LP
2. Issuer Name and Ticker or Trading Symbol

TPI COMPOSITES, INC [ TPIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

THREE RADNOR CORP. CTR.,, SUITE 410
3. Date of Earliest Transaction (MM/DD/YYYY)

7/21/2016
(Street)

RADNOR, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Warrants   $8748.81   7/21/2016     X         69.7239      (1)   (1) Series B Convertible Preferred Stock   69.7239   $0.00   0   D    
Series B Convertible Preferred Stock     (2) 7/21/2016     X      69.7239         (2)   (2) Common Stock   89446   $0.00   69.7239   D    
Series B Convertible Preferred Stock     (2) 7/21/2016     S   (3)       43.2284      (2)   (2) Common Stock   55455   $0.00   26.4955   D    

Explanation of Responses:
(1)  The Series B Warrants were deemed automatically exercised prior to the closing of the Issuer's initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, which public offering has been declared effective by the SEC. These securities were exercisable for a period ending upon the earliest to occur of (i) seven (7) years after the Effective Date, (ii) the date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein.
(2)  The Series B Convertible Preferred Stock (the "Series B Shares") is convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically convert, upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 7 above. These securities do not have an expiration date.
(3)  The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 43.2284 of the Series B Shares to pay the exercise price and issuing to the Reporting Person the remaining 26.4955 Series B Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ELEMENT PARTNERS II LP
THREE RADNOR CORP. CTR.,
SUITE 410
RADNOR, PA 19087

X

ELEMENT PARTNERS II INTRAFUND LP
THREE RADNOR CORP. CTR.,
SUITE 410
RADNOR, PA 19087

X

Element Partners II G.P., L.P.
THREE RADNOR CORP. CTR.,
SUITE 410
RADNOR, PA 19087

X

Element II G.P., LLC
THREE RADNOR CORP. CTR., SUITE 410
RADNOR, PA 19087

X


Signatures
/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II, L.P. 7/25/2016
** Signature of Reporting Person Date

/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II Intrafund, L.P. 7/25/2016
** Signature of Reporting Person Date

/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II G.P., L.P. 7/25/2016
** Signature of Reporting Person Date

/s/ Steven G. Fishbach, Attorney-in-Fact for Element II G.P., LLC 7/25/2016
** 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.
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