12/30/2025 | Press release | Distributed by Public on 12/30/2025 17:23
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 7% Unsecured Convertible Note | (1) | (1) | Common Stock | $80,000,000 | (1) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TRINA SOLAR (SCHWEIZ) AG BIRKENWEG 4 WALLISELLEN, V8 8304 |
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| Trina Solar (Schweiz) AG By: Vincenzo Costanzelli, Chairman of the Board of Directors | 12/30/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | As reported in the Form 8-K filed by the Issuer on 12/27/24, on 12/23/24, in connection with an acquisition transaction, the Issuer issued to the Reporting Person a 7% convertible note (the ?Note?). Subject to approval by the Committee on Foreign Investment in the United States ("CFIUS"), the Note was convertible by the Reporting Person into (i) 12,521,653 shares of common stock of the Issuer (the "First Conversion") and (ii) an additional 17,918,460 shares of common stock of the Issuer (the "Second Conversion"). The Second Conversion is subject to approval by the Issuer's stockholders. On 5/27/25, the Issuer received a CFIUS letter determining that the transaction was not a covered transaction under Section 721 of the Defense Production Act of 1950, as amended, and therefore was not subject to review by CFIUS. The First Conversion occurred on 9/5/25. |