January 17, 2024 · Form 4 insider transaction
Miller Nicholas Marco bought 1,929 shares of NEXTRACKER INC at $0.00 per share, a transaction worth N/A. The trade was recorded as grant or award and disclosed on an SEC Form 4, filed 1 day after the transaction.
On January 2, 2024, Flex Ltd. ("Flex") completed a distribution of all of the shares of common stock of Yuma, Inc. ("Yuma Shares") to Flex shareholders on a pro rata basis based on the number of ordinary shares of Flex (each, a "Flex Share") held by each Flex shareholder (the "Distribution") as of December 29, 2023, pursuant to that certain Agreement and Plan of Merger by and among Nextracker Inc. ("Nextracker"), Flex, Yuma, Inc. and Yuma Acquisition Corp. ("Merger Sub"), dated as of February 7, 2023 (the "Merger Agreement"). Upon the consummation of the Distribution, on January 2, 2024, Flex completed the merger of Yuma Inc. with and into Merger Sub, with Yuma surviving the merger as a wholly owned subsidiary of Nextracker (the "Merger" and, together with the Distribution, the "Transactions").; In connection with the Transactions, pursuant to the terms of the Second Amended and Restated Employee Matters Agreement, dated as of July 31, 2022, by and between Flex and Nextracker (the "EMA"), all outstanding restricted stock units with respect to Flex Shares ("Flex RSUs") held by the Reporting Person were assumed and converted into RSUs with respect to Nextracker's Class A Common Stock ("Nextracker RSUs"), with the number of Nextracker RSUs determined by multiplying (a) the number of Flex RSUs held by the Reporting Person immediately before the Transactions by (b) the "Nextracker Adjustment Ratio," as determined by the Board of Directors of Flex in accordance with the EMA.; Represents the grant of Nextracker RSUs upon the assumption and conversion of the Flex RSUs held by the Reporting Person in connection with the Transactions, in accordance with the terms of the EMA. The Nextracker RSUs were granted pursuant to the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan on generally the same terms and conditions (including vesting and payment schedules) as were applicable to the corresponding Flex RSUs immediately prior to the Transactions.; The Nextracker RSUs vest 100% on June 30, 2024, subject to the Reporting Person's continued service to Nextracker through the relevant vesting date.