Shoals Technologies Group, Inc. — Director's Dealing 2022

Dec 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shoals Technologies Group, Inc. (SHLS)
CIK: 0001831651
Period of Report: 2022-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-26	Class A Common Stock	G	62500	$0.00	Acquired	126438	Direct
2022-12-01	Class B Common Stock	C	500730	—	Disposed	0	Direct
2022-12-01	Class A Common Stock	C	500730	—	Acquired	627168	Direct
2022-12-01	Class B Common Stock	C	17495332	—	Disposed	32076897	Indirect
2022-12-01	Class A Common Stock	C	17495332	—	Acquired	23435332	Indirect
2022-12-02	Class B Common Stock	C	3900000	—	Disposed	28176897	Indirect
2022-12-02	Class A Common Stock	C	3900000	—	Acquired	27335332	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-01	Common Units	$	C	500730	Disposed		Class A Common Stock (500730)	Direct
2022-12-01	Common Units	$	C	17495332	Disposed		Class A Common Stock (17495332)	Indirect
2022-12-02	Common Units	$	C	3900000	Disposed		Class A Common Stock (3900000)	Indirect

Footnotes

F1: In connection with a previously announced underwritten public offering by the Issuer, the Reporting Persons (as defined below) converted common units ("Common Units") of Shoals Parent LLC ("Parent") (together with a corresponding number of shares of the Issuer's Class B Common Stock) into an equivalent number of shares of the Issuer's Class A Common Stock.

F2: Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Solon Holdco I, LLC ("Holdco I") and Solon Holdco II, LLC ("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 Parent Common Units (together with an equal number of shares of the Issuer's Class B Common Stock which are forfeited for no consideration) 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 the Issuer's 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.

F3: This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Holdco I; (iii) Holdco II and (iv) Solon Holdco III, LLC.