| 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) 05/23/2023 |
3. Issuer Name and Ticker or Trading Symbol
TIGO ENERGY, INC. [ TYGO ] |
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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 | 9,133,224 | I(1) | Held by Energy Growth Momentum II LP(1) |
| Common Stock | 5,208,625 | I(1) | Held by Tigo SPV LP(1) |
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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) | (2) | 06/22/2032 | Common Stock | 9,333 | 2.57 | I(1) | Held by Energy Growth Momentum II LP |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Energy Growth Momentum GP II Limited ("EGM II GP") is the general partner of each of Energy Growth Momentum II LP ("EGM II LP") and Tigo SPV LP ("Tigo SPV"). Each of EGM II GP, EGM II LP and Tigo SPV disclaims beneficial ownership of these securities in excess of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 2. This option vests 25% on June 23, 2023, and the remainder in 1/48th monthly installments over the following thirty-six months. |
| Remarks: |
| John Wilson, an employee of Energy Growth Momentum LLP and shareholder of EGM II GP, serves on the Issuer's board of directors as a representative of the Reporting Persons. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization", as such term is used for purposes of the Exchange Act, of the Issuer. |
| Energy Growth Momentum GP II Limited, by: /s/ Mark Vidamour, Director | 06/02/2023 | |
| Energy Growth Momentum II LP, by: Energy Growth Momentum GP II Limited, its general partner, by: /s/ Mark Vidamour, Director | 06/02/2023 | |
| ** 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. | ||