UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)*
Under
the Securities Exchange Act of 1934
Nextracker
Inc.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value
(Titles
of Class of Securities)
65290E101
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
2 of 10 |
| 1 |
NAME
OF REPORTING PERSON
TPG
GP A, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER |
| |
-
0 - |
| 6 |
SHARED
VOTING POWER |
| |
4,901,093
(1) |
| |
|
| 7 |
SOLE
DISPOSITIVE POWER |
| |
|
| |
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER |
| |
4,901,093
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,901,093 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
(2) |
| 12 |
TYPE
OF REPORTING PERSON*
OO |
| |
|
|
|
(1)
Includes (i) 2,992,266 shares of Class A common stock (“Class A Shares”) of the Issuer and (ii) 1,908,827 Class
A Shares issuable upon the exchange of 1,908,827 shares of Class B common stock (“Class B Shares”) of the Issuer
and an equal number of common units (“Common Units”) of Nextracker LLC.
(2)
The calculation assumes that there is a total of 145,548,473 Class A Shares outstanding, which is the sum of (i) the 143,639,646
Class A Shares outstanding as of October 28, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission (the “Commission”) on November 1, 2024, and (ii) the 1,908,827 Class
A Shares issuable upon the exchange of the 1,908,827 Class B Shares and Common Units reported herein.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
3 of 10 |
| 1 |
NAME
OF REPORTING PERSON
David
Bonderman |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER |
| |
-
0 - |
| 6 |
SHARED
VOTING POWER |
| |
4,901,093
(3) |
| |
|
| 7 |
SOLE
DISPOSITIVE POWER |
| |
|
| |
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER |
| |
4,901,093
(3) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,901,093 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
(4) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(3)
Includes (i) 2,992,266 shares of Class A Shares and (ii) 1,908,827 Class A Shares issuable upon the exchange of 1,908,827 Class
B Shares and an equal number of Common Units.
(4)
The calculation assumes that there is a total of 145,548,473 Class A Shares outstanding, which is the sum of (i) the 143,639,646
Class A Shares outstanding as of October 28, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 1, 2024, and (ii) the 1,908,827 Class A Shares issuable upon the exchange of the 1,908,827 Class B
Shares and Common Units reported herein.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
4 of 10 |
| 1 |
NAME
OF REPORTING PERSON
James
G. Coulter |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER |
| |
|
| |
-
0 - |
| 6 |
SHARED
VOTING POWER |
| |
4,901,093
(5) |
| |
|
| 7 |
SOLE
DISPOSITIVE POWER |
| |
|
| |
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER |
| |
4,901,093
(5) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,901,093 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
(6) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(5)
Includes (i) 2,992,266 shares of Class A Shares and (ii) 1,908,827 Class A Shares issuable upon the exchange of 1,908,827 Class
B Shares and an equal number of Common Units.
(6)
The calculation assumes that there is a total of 145,548,473 Class A Shares outstanding, which is the sum of (i) the 143,639,646
Class A Shares outstanding as of October 28, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 1, 2024, and (ii) the 1,908,827 Class A Shares issuable upon the exchange of the 1,908,827 Class B
Shares and Common Units reported herein.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
5 of 10 |
| 1 |
NAME
OF REPORTING PERSON
Jon
Winkelried |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER |
| |
|
| |
-
0 - |
| 6 |
SHARED
VOTING POWER |
| |
4,901,093
(7) |
| |
|
| 7 |
SOLE
DISPOSITIVE POWER |
| |
|
| |
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER |
| |
4,901,093
(7) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,901,093 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
(8) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(7)
Includes (i) 2,992,266 shares of Class A Shares and (ii) 1,908,827 Class A Shares issuable upon the exchange of 1,908,827 Class
B Shares and an equal number of Common Units.
(8)
The calculation assumes that there is a total of 145,548,473 Class A Shares outstanding, which is the sum of (i) the 143,639,646
Class A Shares outstanding as of October 28, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 1, 2024, and (ii) the 1,908,827 Class A Shares issuable upon the exchange of the 1,908,827 Class B
Shares and Common Units reported herein.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
6 of 10 |
| |
Item 1(a). |
Name of Issuer: |
Nextracker
Inc. (the “Issuer”)
| |
Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
6200
Paseo Padre Parkway
Fremont,
California 94555
| Item 2(a). |
Name
of Person Filing: |
This
Amendment No. 1 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP
A”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and, together,
the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance
with Rule 13d-1(k)(1) under the Act.
TPG
GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which
is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, and (ii) Alabama Investments (Parallel)
GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments (Parallel), LP,
a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership, and (c) Alabama
Investments (Parallel) Founder G, LP, a Delaware limited partnership, which, collectively with TPG Group Holdings (SBS), L.P.,
Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common
stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which
is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC,
a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership,
which is the sole member of each of (i) The Rise Fund II DE AIV GenPar Advisors, LLC, a Delaware limited liability company, and
(ii) TPG Rise Climate DE AIV GenPar Advisors, LLC, a Delaware limited liability company. The Rise Fund II DE AIV GenPar Advisors,
LLC is the general partner of The Rise Fund II DE AIV GenPar, L.P., a Delaware limited partnership, which is the sole member of
The Rise Fund II DE AIV SPV GP, LLC, a Delaware limited liability company, which is the general partner of The Rise Fund II BDH,
L.P., a Delaware limited partnership, which directly holds 328,108 Class A Shares of the Issuer. TPG Rise Climate DE AIV GenPar
Advisors, LLC is the general partner of TPG Rise Climate DE AIV GenPar, L.P., a Delaware limited partnership, which is the sole
member of TPG Rise Climate DE AIV SPV GP, LLC, a Delaware limited liability company, which is the general partner of each of (i)
TPG Rise Flash, L.P., a Delaware limited partnership, which directly holds 1,908,827 Common Units and an equal number of Class
B Shares, (ii) TPG Rise Climate Flash CI BDH, L.P., a Delaware limited partnership, which directly holds 249,182 Class A Shares,
and (iii) TPG Rise Climate BDH, L.P., a Delaware limited partnership (together with The Rise Fund II BDH, L.P., TPG Rise Flash,
L.P. and TPG Rise Climate Flash CI BDH, L.P., the “TPG Funds”), which directly holds 2,414,976 Class A Shares. Pursuant
to the terms of the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders from time to time of Common Units,
TPG Rise Flash, L.P. may exchange all or a portion of its Common Units (along with a corresponding number of its Class B Shares)
at any time for Class A Shares on a one-for-one basis initially, subject to customary adjustments.
Because
of the relationship of TPG GP A to the TPG Funds, TPG GP A may be deemed to beneficially own the securities reported herein. TPG
GP A is controlled by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman,
Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the securities
reported herein. Each of TPG GP A and Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the securities
reported herein except to the extent of their pecuniary interest therein, if any.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
7 of 10 |
| |
Item 2(b). |
Address of Principal Business
Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Inc.
301
Commerce Street, Suite 3300
Fort Worth, Texas 76102
See
responses to Item 4 of each of the cover pages.
| |
Item 2(d). |
Titles of Classes of Securities: |
Class
A common stock, $0.0001 par value per share
65290E101
| |
Item 3. |
If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) |
☐ Broker or dealer registered under Section
15 of the Exchange Act (15 U.S.C. 78o). |
| (b) |
☐ Bank as defined in Section 3(a)(6) of
the Exchange Act (15 U.S.C. 78c). |
| (c) |
☐ Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) |
☐ Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) |
☐ Investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| (f) |
☐ Employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) |
☐ Parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) |
☐ Savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) |
☐ Church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) |
☐ Non-U.S. institution in accordance with
§240. 13d-1(b)(1)(ii)(J). |
| (k) |
☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
| |
(a) |
Amount Beneficially Owned: |
See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
| |
(c) |
Number of shares as to which
such person has: |
| |
(i) |
Sole power to vote or
to direct the vote: |
See
responses to Item 5 on each cover page.
| |
(ii) |
Shared power to vote or
to direct the vote: |
See
responses to Item 6 on each cover page.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
8 of 10 |
| |
(iii) |
Sole power to dispose
or to direct the disposition of: |
See
responses to Item 7 on each cover page.
| |
(iv) |
Shared power to dispose
or to direct the disposition of: |
See
responses to Item 8 on each cover page.
| |
Item 5. |
Ownership of Five Percent
or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
| |
Item 6. |
Ownership of More than
Five Percent on Behalf of Another Person. |
Not
Applicable.
| |
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
See
response to Item 2(a) above.
| |
Item 8. |
Identification and Classification
of Members of the Group. |
Not
Applicable.
| |
Item 9. |
Notice of Dissolution
of Group. |
Not
Applicable.
Not
Applicable.
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
9 of 10 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
November 14, 2024
| |
TPG
GP A, LLC |
| |
|
|
| |
By:
|
/s/ Bradford
Berenson |
| |
Name: |
Bradford
Berenson |
| |
Title:
|
General
Counsel |
| |
|
| |
David
Bonderman |
| |
|
| |
By: |
/s/
Gerald
Neugebauer |
| |
Name: |
Gerald
Neugebauer, on behalf of David Bonderman (9) |
| |
|
| |
James
G. Coulter |
| |
|
| |
By: |
/s/
Gerald
Neugebauer |
| |
Name: |
Gerald
Neugebauer, on behalf of James G. Coulter (10) |
| |
|
| |
Jon
Winkelried |
| |
|
| |
By: |
/s/
Gerald
Neugebauer |
| |
Name:
|
Gerald
Neugebauer, on behalf of Jon Winkelried (11) |
| |
|
|
(9)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC
File No. 001-41617).
(10)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No.
001-41617).
(11)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC
File No. 001-41617).
| CUSIP
No. 65290E101 |
Schedule
13G |
Page
10 of 10 |
Exhibit
Index
*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to
Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022
with respect to the shares of common stock of Allogene Therapeutics, Inc.