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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TPI COMPOSITES, INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
87266J104 (CUSIP Number) |
10/06/2023 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 87266J104 |
| 1 | Names of Reporting Persons
Dere Construction Taahhut A.S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TURKEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *On September 15, 2023, Dere Construction transferred 1,227,708 shares of Common Stock to
Mr. Turan.
SCHEDULE 13G
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| CUSIP No. | 87266J104 |
| 1 | Names of Reporting Persons
ZEKI BORA TURAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,440,265.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Percentage based upon 42,571,228 shares of the Company's common stock outstanding as of October 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on November 2, 2023. Represents shares held as of December 3, 2023. See Item 2 below.
SCHEDULE 13G
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| CUSIP No. | 87266J104 |
| 1 | Names of Reporting Persons
EMRE BIRHEKIMOGLU | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TURKEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,375.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Percentage based upon 42,571,228 shares of the Company's common stock outstanding as of October 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on November 2, 2023. Represents shares held as of December 3, 2023. See Item 2 below.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TPI COMPOSITES, INC | |
| (b) | Address of issuer's principal executive offices:
9200 E. Pima Center Parkway, Suite 250, Scottsdale, Arizona, 85258 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is jointly filed by Dere Construction Taahhut A.S. ("Dere Construction"), Zeki Bora Turan and Emre Birhekimoglu (collectively, the "Reporting Persons"). Unless otherwise noted, this Schedule 13G reflects the Reporting Persons' ownership of Common Stock as of December 3, 2023. This Schedule 13G represents cumulative information that would have otherwise been required to reported on separate Schedule 13G amendments. As of October 6, 2023, the Reporting Persons beneficially owned, in the aggregate, 2,381,335 shares of Common Stock, representing approximately 5.59% of the outstanding Common Stock, based upon 42,568,887 shares of the Company's common stock outstanding as of July 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023. As of October 30, 2023, the Reporting Persons beneficially owned, in the aggregate, 4,440,265 shares of Common Stock, representing 10.41% of the outstanding Common Stock, based upon 42,568,887 shares of the Company's common stock outstanding as of July 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023. The Reporting Persons' ownership of Common Stock subsequent to December 3, 2023 will be reported in a Schedule 13D, which will represent an amendment to this Schedule 13G. On September 15, 2023, Dere Construction transferred its 1,227,708 shares of Common Stock to Mr. Turan. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is Akdeniz Mah, Cumhuriyet Bulvari, Bulvar Is Hani 109/27, 35210 Konak, Izmir Turkey. | |
| (c) | Citizenship:
Dere Construction is a joint-stock company organized under the laws of Turkey. Mr. Turan and Mr. Birhekimoglu are citizens of Turkey. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
87266J104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own 4,466,640 shares of Common Stock. | |
| (b) | Percent of class:
The number of shares of Common Stock beneficially owned by the Reporting Persons represent 10.49% of the Issuer's outstanding Common Stock, based upon 42,571,228 shares of the Company's common stock outstanding as of October 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on November 2, 2023. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Turan has sole power to vote or direct the vote of the 4,440,265 shares of Common Stock he beneficially owns. Mr. Birhekimoglu has sole power to vote or direct the vote of the 26,375 shares of Common Stock he beneficially owns. | ||
| (ii) Shared power to vote or to direct the vote:
None of the Reporting Persons have shared power to vote or to direct the vote of the shares of Common Stock they beneficially own. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Turan has sole power to dispose or direct the disposition of the 4,440,265 shares of Common Stock he beneficially owns. Mr. Birhekimoglu has sole power to dispose or direct the disposition of the 26,375 shares of Common Stock he beneficially owns. | ||
| (iv) Shared power to dispose or to direct the disposition of:
None of the Reporting Persons have shared power to dispose or direct the disposition of the shares of Common Stock they beneficially own. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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1. Joint Filing Agreement, dated February 12, 2025, among the Reporting Persons. |