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Form 4 FTC Solar, Inc. For: Aug 17 Filed by: Cook Patrick

August 19, 2022 7:57 PM EDT

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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 *
Cook Patrick

(Last) (First) (Middle)
C/O FTC SOLAR, INC.
9020 N CAPITAL OF TEXAS HWY, SUITE I-260

(Street)
AUSTIN TX 78759

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FTC Solar, Inc. [ FTCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022
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)
Code V Amount (A) or (D) Price
Common Stock 08/17/2022   A   13,555 A (1) $ 4.55 (1) 258,398 D  
Common Stock 08/17/2022   M   200,000 A (2) $ 0.475 458,398 D  
Common Stock 08/17/2022   S   200,000 D $ 4.65 (3) 258,398 D  
Common Stock 08/18/2022   M   175,000 A (2) $ 0.475 433,398 D  
Common Stock 08/18/2022   S   175,000 D $ 4.56 (4) 258,398 D  
Common Stock 08/19/2022   M   87,168 A (2) $ 0.475 345,566 D  
Common Stock 08/19/2022   S   87,168 D $ 4.33 (5) 258,398 D  
Common Stock               94,295 I By Trust (6)
Common Stock               94,295 I By Trust (7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $ 0.475 (8) 08/17/2022   M     200,000 (8)   (9) 07/25/2029 Common Stock 200,000 $ 0 1,037,000 (8) D  
Employee Stock Options (right to buy) $ 0.475 (8) 08/18/2022   M     175,000 (8)   (9) 07/25/2029 Common Stock 175,000 $ 0 862,000 (8) D  
Employee Stock Options (right to buy) $ 0.475 (8) 08/19/2022   M     87,168 (8)   (9) 07/25/2029 Common Stock 87,168 $ 0 774,832 (8) D  
Explanation of Responses:
1. Reflects a grant of restricted stock units, which vested in full upon grant, pursuant to the Issuer's 2021 Stock Incentive Plan made to the Reporting Person in exchange for the Reporting Person's agreement with the Issuer to forego his cash bonus earned for the second quarter of 2022.
2. The common stock reported on this line of this Form 4 was issued as a result of the exercise of employee stock options.
3. Represents a weighted average sales price per share for these shares, which were sold in multiple transactions at prices ranging from $$4.53 to $4.75. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
4. Represents a weighted average sales price per share for these shares, which were sold in multiple transactions at prices ranging from $4.50 to $4.71. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
5. Represents a weighted average sales price per share for these shares, which were sold in multiple transactions at prices ranging from $4.30 to $4.55. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
6. 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.
7. 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.
8. Reflects an adjustment for an approximately 8.25-for-1 forward split that was effectuated on April 28, 2021.
9. 927,750 of the options are fully vested and exercisable as of August 19, 2022, and the remaining 309,250 options will vest in monthly installments until July 29, 2023.
/s/ Jacob D. Wolf, as Attorney-in-Fact 08/19/2022
** 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.


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