Shoals Technologies Group, Inc. — Director's Dealing 2021

Feb 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shoals Technologies Group, Inc. (SHLS)
CIK: 0001831651
Period of Report: 2021-01-29

Reporting Person: Solon Dean (Director, 10% Owner)
Reporting Person: Solon Holdco I, GP (10% Owner)
Reporting Person: Solon Holdco II, GP (10% Owner)
Reporting Person: Solon Holdco III, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-29	Class B Common Stock, par value $0.00001 per share	A	68314792	—	Acquired	68314792	Direct
2021-01-29	Class B Common Stock, par value $0.00001 per share	D	5234210	—	Disposed	63080582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Common Units	$	J	68314792	Acquired		Class A Common Stock (68314792)	Direct
2021-01-29	Common Units	$	J	5234210	Disposed		Class A Common Stock (5234210)	Direct

Footnotes

F1: This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III").

F2: In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to certain holders of common units ("Common Units") in Shoals Parent LLC ("Parent"), equal to the number of Common Units held by such holders, for nominal consideration.

F3: Represents 52,342, 1,727,289 and 3,454,579 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the closing of the IPO at a price of $23.75 (the per-share price paid by the underwriters for shares of the Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") in the IPO) for one Common Unit and one share of Class B Common Stock.

F4: Upon the consummation of the Reorganization Transactions and the closing of the IPO, (i) Dean Solon directly holds 630,806 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 20,816,592 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 41,633,184 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon.

F5: Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

F6: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

F7: Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and Holdco II may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their Common Units (together with an equal number 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 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.

F8: In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.