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    Amendment: SEC Form SC 13D/A filed by First Solar Inc.

    8/7/24 9:38:33 AM ET
    $FSLR
    Semiconductors
    Technology
    Get the next $FSLR alert in real time by email
    SC 13D/A 1 first_solar_13da_8724.htm SC 13D/A SC 13D/A

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13D/A
    (Rule 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

    (Amendment No. 1) *

     

     

    First Solar, Inc.

    (Name of Issuer)

     

    Common Stock

    (Title of Class of Securities)

     

    336433107

    (CUSIP Number)

     

    Brad Nelson

    191 University Blvd, Suite 246

    Denver, Colorado 80206

    (239) 970-4085

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

    August 5, 2024

    (Date of Event Which Requires Filing of This Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐

     

    NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

     

    * 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 disclosures provided in a prior cover page.

     

    The information required on 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 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).

     

     


     

    1

     

     NAMES OF REPORTING PERSONS

     

    Farhad Fred Ebrahimi

     

    2

     

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

              (a) ☐

              (b) ☐

     

    3

     

     SEC USE ONLY

     

    4

     

    SOURCE OF FUNDS (See Instructions)

     

    PF

     

    5

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐

    PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    6

     

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     United States

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON WITH

     

    7

     

      SOLE VOTING POWER

     

     0 shares

     

    8

     

      SHARED VOTING POWER

     

      5,253,825 shares

     

    9

     

      SOLE DISPOSITIVE POWER

     

     0 shares

     

    10

     

      SHARED DISPOSITIVE POWER

     

    5,253,825 shares

     

    11

     

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

       5,253,825 shares

     

    12

     

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

     (See Instructions)

     

     

    13

     

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     4.91%

     

    14

     

      TYPE OF REPORTING PERSON (See Instructions)

     

      IN

    - 2 -

     


    1

     

     NAMES OF REPORTING PERSONS

     

    Mary Wilkie Ebrahimi

     

    2

     

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

              (a) ☐

              (b) ☐

     

    3

     

     SEC USE ONLY

     

    4

     

    SOURCE OF FUNDS (See Instructions)

     

    PF

     

    5

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ☐

    PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    6

     

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON WITH

     

    7

     

      SOLE VOTING POWER

     

       0 shares

     

    8

     

      SHARED VOTING POWER

     

    5,253,825 shares

     

    9

     

      SOLE DISPOSITIVE POWER

     

    0 shares

     

    10

     

      SHARED DISPOSITIVE POWER

     

       5,253,825 shares

     

    11

     

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     5,253,825 shares

     

    12

     

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

     (See Instructions)

     

     

    13

     

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      4.91%

     

    14

     

      TYPE OF REPORTING PERSON (See Instructions)

     

    IN

    - 3 -

     


     

    Schedule 13D/A

     

    This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on January 26, 2024.

    ITEM 1.
    Security and Issuer.

    This statement relates to the common stock, $0.001 par value per share (the "Common Stock"), of First Solar, Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices at 350 West Washington Street, Suite 600, Tempe, Arizona 85281.

    ITEM 2.
    Identity and Background.
    (a)
    This statement is being filed by Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi (the "Reporting Persons").
    (b)
    191 University Blvd, Suite 246, Denver, Colorado 80206.
    (c)
    Farhad Fred Ebrahimi is a private investor, and Mary Wilkie Ebrahimi is not employed.
    (d)
    Neither of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    Neither of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become (or remain) subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law, or finding any violation with respect to such laws.
    (f)
    United States.
    ITEM 3.
    Source and Amount of Funds or Other Consideration.

    N/A. The Reporting Persons sold Common Stock.

    ITEM 4.
    PURPOSE OF TRANSACTION.

    The Reporting Persons have sold Common Stock in the open market and the number of share beneficially owned has dropped below 5%.

    The Reporting Persons may make additional purchases of Common Stock or other securities of the Issuer, either in the open market or in private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock or other securities, other opportunities available to them, general economic conditions, money and stock market conditions, and other future developments. Depending on these same

    - 4 -

     


    factors, the Reporting Persons may decide to sell all or part of their investment in the Issuer’s Common Stock.

    Except as set forth in this document, none of the Reporting Persons has any present plans which relate to or would result in:

    (a)
    The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
    (b)
    An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
    (c)
    A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
    (d)
    Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
    (e)
    Any material change in the present capitalization or dividend policy of the Issuer.
    (f)
    Any other material change in the Issuer’s business or corporate structure.
    (g)
    Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
    (h)
    Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
    (i)
    A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
    (j)
    Any action similar to any of those enumerated above.

    The Reporting Persons reserve the right, subject to applicable law, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in (a) through (j) above, or formulate and implement plans or proposals with respect to any of the foregoing.

    ITEM 5.
    INTEREST IN SECURITIES OF THE ISSUER.
    (a)
    Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi jointly hold 5,253,825 shares of the Issuer’s Common Stock. Based on the number of shares reported as outstanding in the Issuer’s 10-Q, filed with the Securities Exchange Commission on July 30, 2024, this represents 4.91% of the outstanding Common Stock of the Issuer.

    - 5 -

     


    (b)
    Number of shares as to which Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi have:
    (i)
    sole power to vote or to direct the vote: 0 shares
    (ii)
    shared power to vote or to direct the vote: 5,253,825 shares
    (iii)
    sole power to dispose or to direct the disposition of: 0 shares
    (iv)
    shared power to vote or to direct the vote: 5,253,825 shares
    (c)
    The following transactions have been effected by the Reporting Persons in the last 60 days or since their last 13D:

    Date of Transaction

    Type of Transaction

    Quantity

    Price per share (in US Dollars)

    7/19/2024

    Sale of Common Stock

    25,000

    215.49

    8/5/2024

    Sale of Common Stock

    206,400

    208.77 (A)

    8/5/2024

    Sale of Common Stock

    47,000

    211.32

    Note 1: Price per share is reported except as noted below where multiple purchases were conducted on the same day within a one dollar price range, in which case the weighted average purchase price is reported. The Reporting Persons undertake to provide upon request by the staff full information regarding the number of shares purchased at each separate price.

    (A)
    – Price range $208.49 - $208.88

     

    All of these transactions were effected by the Reporting Persons through Fidelity Investments’ online brokerage.

     

    (d)
    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares beneficially owned by any of the Reporting Persons.
    (e)
    Not applicable
    ITEM 6.
    Contracts, Arrangements, Understandings or Relation-SHips with Respect to Securities of the Issuer.

    The following PUT options are outstanding that may be exercised by the purchasers. The obligations to buy are subject to conditions which have not occurred and are beyond the Reporting Persons’ control.

    Expiration Date

    Type of Transaction

        Quantity

          Strike Price

    9/20/2024

    Obligation to buy

       300,100

    $135.00

    9/20/2024

    Obligation to buy

       402,600

    $140.00

    - 6 -

     


    9/20/2024

    Obligation to buy

       700,000

    $165.00

    9/20/2024

    Obligation to buy

    1,895,900

    $170.00

    1/17/2025

    Obligation to buy

    1,700,000

    $135.00

    1/17/2025

    Obligation to buy

       100,000

    $140.00

    1/17/2025

    Obligation to buy

       200,000

    $145.00

    1/17/2025

    Obligation to buy

       800,000

    $150.00

    1/17/2025

    Obligation to buy

    1,702,100

    $160.00

    1/17/2025

    Obligation to buy

       100,000

    $165.00

    1/17/2025

    Obligation to buy

       200,000

    $170.00

    1/17/2025

    Obligation to buy

       200,000

    $175.00

    1/17/2025

    Obligation to buy

       700,000

    $180.00

    1/17/2025

    Obligation to buy

       400,000

    $185.00

    1/17/2025

    Obligation to buy

       200,000

    $190.00

    1/17/2025

    Obligation to buy

       500,000

    $200.00

    6/20/2025

    Obligation to buy

       900,000

    $140.00

    6/20/2025

    Obligation to buy

       450,000

    $150.00

    6/20/2025

    Obligation to buy

       600,000

    $165.00

    6/20/2025

    Obligation to buy

       200,000

    $175.00

    6/20/2025

    Obligation to buy

       300,000

    $180.00

    6/20/2025

    Obligation to buy

       100,000

    $190.00

    6/20/2025

    Obligation to buy

       500,100

    $200.00

    1/16/2026

    Obligation to buy

       500,000

    $135.00

    1/16/2026

    Obligation to buy

       100,000

    $150.00

    1/16/2026

    Obligation to buy

       200,000

    $160.00

    1/16/2026

    Obligation to buy

       100,000

    $180.00

    1/16/2026

    Obligation to buy

       100,000

    $190.00

    1/16/2026

    Obligation to buy

       563,000

    $200.00

     

    The following Call options are outstanding and may be exercised by the purchasers. The obligations to sell are subject to conditions which have not occurred and are beyond the Reporting Persons’ control.

    Expiration Date

    Type of Transaction

    Quantity

          Strike Price

    1/17/2025

    Obligation to sell

       400,000

    $340.00

    6/20/2025

    Obligation to sell

       142,700

    $310.00

    6/20/2025

    Obligation to sell

       100,000

    $320.00

    6/20/2025

    Obligation to sell

       295,900

    $330.00

    6/20/2025

    Obligation to sell

         85,200

    $340.00

    6/20/2025

    Obligation to sell

       417,900

    $350.00

    6/20/2025

    Obligation to sell

       360,200

    $360.00

    6/20/2025

    Obligation to sell

       200,000

    $370.00

    7/18/2025

    Obligation to sell

       112,400

    $350.00

    7/18/2025

    Obligation to sell

       214,800

    $360.00

    9/19/2025

    Obligation to sell

           4,100

    $350.00

    - 7 -

     


    9/19/2025

    Obligation to sell

       200,000

    $360.00

    9/19/2025

    Obligation to sell

       100,000

    $400.00

    10/17/2025

    Obligation to sell

       107,300

    $340.00

    10/17/2025

    Obligation to sell

       100,000

    $350.00

    1/16/2026

    Obligation to sell

         98,000

    $300.00

    1/16/2026

    Obligation to sell

       100,000

    $320.00

    1/16/2026

    Obligation to sell

       300,000

    $340.00

    1/16/2026

    Obligation to sell

       216,600

    $350.00

    1/16/2026

    Obligation to sell

    1,000,000

    $360.00

    1/16/2026

    Obligation to sell

       175,000

    $370.00

     

     

    ITEM 7.
    Material to Be Filed as Exhibits.

    Exhibit A - Power of Attorney

    Exhibit B - Power of Attorney

    Exhibit C - Agreement regarding filing of joint Schedule 13D.

     

    - 8 -

     


    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: August 7, 2024

    By: *
    Name: Farhad Fred Ebrahimi

    By:
    **
    Name: Mary Wilkie Ebrahimi

    *By /s/ Brad Nelson
    Brad Nelson as Attorney-in-Fact


    **By:
    /s/ Brad Nelson
    Brad Nelson as Attorney-in-Fact

     

    *This Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney referenced in Exhibit A.

     

    **This Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney referenced in Exhibit B.

     

    - 9 -

     


    EXHIBIT INDEX

     

    Exhibit A - Power of Attorney incorporated by reference to Exhibit A to the Schedule 13D filed on January 26, 2024.

    Exhibit B - Power of Attorney incorporated by reference to Exhibit B to the Schedule 13D filed on January 26, 2024.

    Exhibit C - Agreement regarding filing of joint Schedule 13D incorporated by reference to Exhibit C to the Schedule 13D filed on January 26, 2024.

     

    - 10 -

     


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      Series 6 Plus and Series 7 TR1 are world's first EPEAT Climate+ ultra low-carbon modules World's largest high-value solar recycler achieves 95% global average material recovery rate Top rated solar manufacturer in 2023 Renewable Energy Human Rights Benchmark report According to its 2024 Sustainability Report, which was released today, First Solar, Inc. (NASDAQ:FSLR) has established new industry benchmarks including verifiable leadership in ultra low-carbon solar technology, high-value recycling, respect for human rights, and transparent reporting. Headquartered in the United States, First Solar is the largest solar manufacturer in the Western Hemisphere and the world's largest high-v

      9/9/24 9:00:00 AM ET
      $FSLR
      Semiconductors
      Technology
    • First Solar Appoints Anita Marangoly George to Board of Directors

      TEMPE, Ariz., July 19, 2021 (GLOBE NEWSWIRE) -- First Solar, Inc. (NASDAQ:FSLR) has appointed Anita Marangoly George, a senior executive with almost four decades of diverse global experience in institutional finance and sustainable infrastructure investing, to its board of directors, effective July 15, 2021. Ms. George will serve on First Solar's Nominating and Governance, and Technology Committees. Ms. George has held various positions at la Caisse de Dépôt et Placement du Québec (CDPQ), a global investment group managing funds for public retirement and insurance plans. She is currently a strategic advisor and served as executive vice president and deputy head of CDPQ's global investment

      7/19/21 5:38:11 PM ET
      $FSLR
      Semiconductors
      Technology
    • First Solar, Inc. Announces First Quarter 2025 Financial Results and Revises Guidance to Reflect Expected Impact of Implementation of New Tariffs

      Net sales of $0.8 billion Net income per diluted share of $1.95 Gross cash balance of $0.9 billion, Net cash balance of $0.4 billion YTD net bookings of 0.7 GW; 0.6 GW since fourth quarter earnings call with an average selling price of 30.5 cents per watt, excluding adjusters and India domestic sales Expected sales backlog of 66.3 GW   First Solar, Inc. (NASDAQ:FSLR) (the "Company") today announced financial results for the first quarter ended March 31, 2025, and issued revised guidance to reflect the expected impact of the implementation of new tariffs in April 2025. Net sales for the first quarter were $0.8 billion, a decrease of $0.7 billion from the prior quarter. The decre

      4/29/25 4:02:00 PM ET
      $FSLR
      Semiconductors
      Technology
    • First Solar, Inc. to Announce First Quarter 2025 Financial Results on April 29, 2025

      First Solar, Inc. (NASDAQ:FSLR) (the "Company") will report financial results for the first quarter ended March 31, 2025, after the market closes on Tuesday, April 29, 2025. Conference Call Details are as follows: Date: Tuesday, April 29, 2025 Time: 4:30 PM ET Live Webcast: investor.firstsolar.com Webcast Replay: Available through Thursday, May 29, 2025 Investors section of the Company's website approximately two hours after the call About First Solar, Inc. First Solar, Inc. (NASDAQ:FSLR) is America's leading photovoltaic (PV) solar technology and manufacturing company. The only US-headquartered company among the world's largest solar manufacturers, First Solar is focused on compe

      4/1/25 9:05:00 AM ET
      $FSLR
      Semiconductors
      Technology
    • First Solar, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results and 2025 Guidance

      Net sales of $4.2 billion for 2024 and $1.5 billion for the fourth quarter Net income per diluted share of $12.02 for 2024 and $3.65 for the fourth quarter 2024 year-end net cash balance of $1.2 billion 2024 net bookings of 4.4 GW with an average selling price of 30.5 cents per watt, excluding adjusters, India domestic volume, and terminations 2025 net sales guidance of $5.3 billion to $5.8 billion 2025 earnings per diluted share guidance of $17.00 to $20.00 2025 year-end net cash balance guidance of $0.7 billion to $1.2 billion First Solar, Inc. (NASDAQ:FSLR) (the "Company") today announced financial results for the fourth quarter and year ended December 31, 2024. N

      2/25/25 4:05:00 PM ET
      $FSLR
      Semiconductors
      Technology