| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FTC Solar, Inc. [ FTCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/30/2021 | J(1) | 619,465 | D | $12.155 | 14,652,750 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On April 30, 2021 the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Common Stock to purchase Common Stock from certain of the Issuer's pre-IPO equityholders, including the Reporting Person. |
| 2. Isidoro Quiroga Moreno indirectly controls South Lake One LLC ("South Lake") which has sole voting power and sole dispositive power with respect to all of the shares of the Issuer's Common Stock held by it. Mr. Quiroga Moreno is the father of Isidoro Quiroga Cortes, a member of the Issuer's board of directors. Mr. Quiroga Cortes disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney |
| Luis Felipe Correa Gonzalez, attorney-in-fact for South Lake One LLC | 05/04/2021 | |
| ** 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 4 (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. | ||
Exhibit 24.1
Power of Attorney
KNOW ALL BY THESE PRESENTS, that South Lake One LLC, a Delaware limited liability company (the “Company”) hereby constitutes and appoints each and any of María Victoria Quiroga Moreno, Martín Guiloff Salvador and Luis Felipe Correa González its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place and stead, in any and all capacities (until revoked in writing) to:
| 1. | Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the Company pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority; |
| 2. | seek or obtain, as the representative of the Company and on behalf of the Company, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the Company hereby authorizes any such person to release any such information to such attorneys-in-fact and the Company approves and ratifies any such release of information; and |
| 3. | perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the Company in connection with the foregoing. |
The Company acknowledges that:
| 1. | this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information; |
| 2. | any documents prepared and/or executed by such attorneys-in-fact on behalf of the Company pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; |
| 3. | the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for the Company, (b) any liability for any failure to comply with such requirements for the Company, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the Company; and |
| 4. | this Power of Attorney does not relieve the Company from responsibility for compliance with the Company’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act. |
The Company hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the Company might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the Company, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the Company in a signed writing delivered to such attorneys-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, South Lake One LLC has caused this Power of Attorney to be executed as of this 19th day of April, 2021.
| SOUTH LAKE ONE LLC | |
| /s/ Isidoro Ernesto Quiroga Moreno | |
| Name: Isidoro Ernesto Quiroga Moreno | |
| Title: Manager | |
| /s/ Benjamín Ignacio Quiroga Cortés | |
| Name: Benjamín Ignacio Quiroga Cortés | |
| Title: Manager | |
| /s/ María Vitoria Quiroga Moreno | |
| Name: María Vitoria Quiroga Moreno | |
| Title: Manager |
[Signature Page to Power of Attorney]