Philip A. Garton - Jul 19, 2021 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Role: Chief Financial Officer
Signature: /s/ Mehgan Peetz, as Attorney-in-Fact for Philip A. Garton
Stock symbol: SHLS
Transactions as of: Jul 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/21/2021, 04:53 PM
Next filing: Nov 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHLS	Class B Common Stock, par value $0.00001 per share	Disposed to Issuer		-458K	-100%		0	Jul 19, 2021	Direct	F1, F2
holding	SHLS	Class B Common Stock, par value $0.00001 per share						850K	Jul 19, 2021	See Footnotes	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SHLS	Common Units	Disposed to Issuer		-458K	-100%		0	Jul 19, 2021	Class A Common Stock	458K		Direct	F1, F2, F5
holding	SHLS	Common Units						850K	Jul 19, 2021	Class A Common Stock	850K		See Footnotes	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 457,534 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), previously reported as indirectly held by the Reporting Person through his membership interest in Shoals Management Holdings LLC ("Holdings").
F2	Represents 457,534 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by the Reporting Person to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock.
F3	After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds 849,707 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings, as such amounts were adjusted in connection with the recapitalization of Holdings at the closing of the initial public offering of the Issuer, after which the Reporting Person, as of January 29, 2021, indirectly held 1,307,241 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings.
F4	Holdings is controlled by its sole manager, Parent. The Reporting Person is the Chief Financial Officer of Parent. As such, the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Holdings. The Reporting Person expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings.
F5	Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its option require Parent to redeem all or a portion of its Common Units (together with an equal number of shares of Class B Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed.