SEC FORM 4

SEC Form 4

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^*

Berger William J

(Last)

(First)

(Middle)

20 EAST GREENWAY PLAZA,

SUITE 475

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2019		J⁽¹⁾		31,564	A	$0.00	31,564	D
Common Stock	07/29/2019		J⁽¹⁾		176,653	A	$0.00	176,653	I	See Footnote⁽²⁾
Common Stock	07/29/2019		J⁽¹⁾		7,471	A	$0.00	7,471	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy)	$12.44	07/29/2019⁽⁴⁾		A		1,176,303		⁽⁴⁾	04/07/2026	Common Stock	1,176,303	$0.00	1,176,303	D
Non-Qualified Stock Option (Right to Buy)	$24.87	07/29/2019⁽⁵⁾		A		470,520		⁽⁵⁾	04/07/2026	Common Stock	470,520	$0.00	470,520	D
Non-Qualified Stock Option (Right to Buy)	$13.58	07/29/2019⁽⁶⁾		A		143,162		⁽⁶⁾	04/02/2028	Common Stock	143,162	$0.00	143,162	D
Non-Qualified Stock Option (Right to Buy)	$27.16	07/29/2019⁽⁷⁾		A		40,720		⁽⁷⁾	04/02/2028	Common Stock	40,720	$0.00	40,720	D
Restricted Stock Units	⁽⁸⁾	07/29/2019		A		833,333		⁽⁹⁾	⁽⁹⁾	Common Stock	833,333	$0.00	833,333	D

Explanation of Responses:

1. Such shares of common stock of the Issuer ("Common Stock") were received in connection with the closing of the initial public offering of the Issuer ("IPO") in exchange for previously held interests in Sunnova Energy Corporation, pursuant to that certain Agreement and Plan of Merger, dated as of July 29, 2019, by and among the Issuer, Sunnova Energy Corporation and Sunnova Merger Sub Inc.

2. Such shares of Common Stock are owned directly by Jackson Leigh Ventures, LLC. The reporting person is the sole member of Jackson Leigh Ventures, LLC.

3. Such shares of Common Stock are held in the reporting person's IRA.

4. These Nonqualified Stock Options ("Options") were originally granted under the Stock Option Plan of Sunnova Energy Corporation (the "Plan") on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 1,058,673 Options were vested and 117,630 Options will vest on April 7, 2020, subject to continued employment.

5. These Options were originally granted under the Plan on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 423,469 Options were vested and 47,051 Options will vest on April 7, 2020, subject to continued employment.

6. These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 85,897 Options were vested, 14,316 Options will vest on April 2, 2020 and 42,949 Options will vest on July 29, 2020, subject to continued employment.

7. These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 24,432 Options were vested, 4,072 Options will vest on April 2, 2020 and 12,216 Options will vest on July 29, 2020, subject to continued employment.

8. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock.

9. The RSUs will vest in seven equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks:

Chairman of the Board, President and Chief Executive Officer

	/s/ Walter A. Baker by Power of Attorney	07/31/2019
	** 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).
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