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

Jan 30, 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: White John Joseph JR (Chief Operating Officer)

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	549189	—	Acquired	549189	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Common Units	$	J	549189	Acquired		Class A Common Stock (549189)	Indirect

Footnotes

F1: 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 Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration.

F2: John J. White indirectly holds 549,189 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings.

F3: John J. White 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.

F4: 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 options require Parent to redeem all or a portion of its 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, par value $0.00001 per share ("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.

F5: In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.