Shoals Technologies Group, Inc. — Director's Dealing 2023

Mar 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shoals Technologies Group, Inc. (SHLS)
CIK: 0001831651
Period of Report: 2023-03-10

Reporting Person: Whitaker Jason R (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-10	Class B Common Stock	C	816178	—	Disposed	0	Indirect
2023-03-10	Class A Common Stock	C	816178	—	Acquired	816178	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-10	Common Units	$	C	816178	Disposed		Class A Common Stock (816178)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	446924	Direct

Footnotes

F1: Pursuant to the Third Amended and Restated Limited Liability Company Agreement (as amended) of Shoals Parent LLC ("Parent"), common units of Parent are redeemable (together with an equal number of shares of the Issuer's Class B common stock which are forfeited for no consideration) 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.

F2: The reported common units (and shares of Class B common stock) were converted into an equal number of shares of Class A common stock by Shoals Management Holdings LLC ("Holdings") (the "Conversion"), and immediately distributed pro rata to its members for no consideration (the "Distribution"). Holdings is controlled by its sole manager, Parent. Mr. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Mr. Whitaker may be deemed to have beneficial ownership of equity securities held directly by Holdings.

F3: The reported securities, which represent the Reporting Person's pro rata portion of, and pecuniary interest in, the shares of Class A common stock received by Holdings in the Conversion, were received in the Distribution by JRW Strategic Holdings, LLC, for which the Reporting Person is the sole manager.

F4: The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any or all of the reported securities for purposes of Section 16 or for any other purpose.