Flex Ltd. - Jan 2, 2024 Form 4 Insider Report for Nextracker Inc. (NXT)

Role
10%+ Owner
Signature
/s/ Paul R. Lundstrom, Chief Financial Officer of Flex Ltd.
Stock symbol
NXT
Transactions as of
Jan 2, 2024
Transactions value $
$0
Form type
4
Date filed
1/4/2024, 04:03 PM
Previous filing
Jul 6, 2023

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 NXT Class B Common Stock Other $0 -60.1M -100% $0.00* 0 Jan 2, 2024 Class A Common Stock 60.1M By Yuma, Inc. F1, F2, F3
transaction NXT Class B Common Stock Other $0 -14.3M -100% $0.00* 0 Jan 2, 2024 Class A Common Stock 14.3M By Yuma Subsidiary, Inc. F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Flex Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock was paired with one common unit of Nextracker LLC ("LLC Common Unit" and, together with the paired Class B Common Stock, the "Paired Interest"). Pursuant to the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders of LLC Common Units, each Paired Interest was exchangeable into one share of Class A Common Stock (or, at the Issuer's election, cash based on the exchange rate in the Exchange Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Exchange Agreement. Upon an exchange of Paired Interests for Class A Common Stock, the corresponding Class B Common Stock would be cancelled. The Paired Interests had no expiration date.
F2 Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), entered into by the Reporting Person and the Issuer on February 7, 2023, on January 2, 2024, the Reporting Person distributed to its shareholders, on a pro rata basis and for no consideration, shares of Yuma, Inc. common stock (the "Spin-Off") and, immediately following the Spin-Off, Yuma, Inc. was merged with and into a subsidiary of the Issuer, with Yuma, Inc. surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). As consideration in the Merger, the Yuma, Inc. shareholders (i.e., shareholders of the Reporting Person) received, on a pro rata basis, shares of the Issuer's Class A Common Stock (equal to the number of the Issuer's LLC Common Units held directly by Yuma, Inc. and Yuma Subsidiary, Inc. prior to the Merger). At the same time, all shares of the Issuer's Class B Common Stock held directly by Yuma, Inc. and Yuma Subsidiary, Inc. were retired.
F3 Prior to the Spin-Off, the sole shareholder of Yuma, Inc. was the Reporting Person.
F4 The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc.