| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/27/2021 |
3. Issuer Name and Ticker or Trading Symbol
FTC Solar, Inc. [ FTCI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 25,000(1) | I | By Trust(2) |
| Common Stock | 25,000 | I | By Trust(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (4) | 07/25/2029 | Common Stock | 150,000 | 3.92 | D | |
| Explanation of Responses: |
| 1. None of the amounts of securities in this Form 3 reflect a 8.25-for-1 stock split of the Issuer's capital stock expected to be effected on April 28, 2021. |
| 2. These shares are owned directly by the Patrick Cook 2021 Trust for the benefit of the Reporting Person. The Reporting Person (a) is the sole trustee of the trust and (b) has sole voting and dispositive power with respect to the shares held by the trust. The Reporting Person's spouse has sole power to acquire for herself any assets held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose. |
| 3. These shares are owned directly by the Cook 2021 Family Trust for the benefit of the Reporting Person's children. The Reporting Person (a) is the sole investment adviser of the trust, (b) has sole power to direct the trustee as to the voting and disposition of the shares held by the trust, and (c) has sole power to acquire for himself any asset held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose. |
| 4. 62,500 of the options are fully vested and exercisable as of April 27, 2021, and the remaining 87,500 of the options will vest in monthly installments until July 29, 2023. |
| Remarks: |
| /s/ Jacob D. Wolf, as Attorney-in-Fact | 04/27/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these
presents, that the undersigned hereby constitutes and appoints each of Patrick
Cook, Anthony Etnyre and
Jacob Wolf or any of them signing singly, and with full power of
substitution, the undersigned’s true and lawful attorney-in-fact to:
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prepare, execute in the undersigned’s name and on the
undersigned’s behalf, and submit to the U.S. Securities and Exchange
Commission (the “SEC”) a Form ID, including
amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or
any rule or regulation of the SEC;
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| 2. |
execute for and on behalf of the undersigned, in the undersigned’s
capacity as an officer and/or director of FTC Solar, Inc. (the
“Company”), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
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| 3. |
do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, complete and execute
any amendment or amendments thereto, and timely file such form
with the SEC and any stock exchange or similar authority; and
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| 4. |
take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions
as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
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The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming any of the undersigned’s responsibilities to comply with Section
16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4
and 5 with respect
to the undersigned’s holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 5th day of April, 2021.
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/s/ Patrick Cook
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Name:
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Patrick Cook
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