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Total S.A., et al. – ‘SC 13D/A’ on 2/19/20 re: Sunpower Corp

On:  Wednesday, 2/19/20, at 1:36pm ET   ·   Accession #:  1193125-20-41687   ·   File #:  5-81168

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/20  Total S.A.                        SC 13D/A               1:66K  Sunpower Corp                     Donnelley … Solutions/FA
          Total Gaz Electricite Holdings France Sas
          Total Solar Intl Sas

Amendment to Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML     36K 
                Beneficial Ownership by a Non-Passive Investor                   


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  SC 13D/A  

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

 

SunPower Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

867652 406

(CUSIP Number)

Lee Young

Legal Director, Corporate Transaction

TOTAL S.A.

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

011-331-4744-4546

Copies to:

Ryan Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-5400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 14, 2020

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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 (“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. 867652 406    13D    Page 1 of 6 Pages

 

  1   

Names of Reporting Persons

 

Total S.A.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

90,607,828

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

90,607,828

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

90,607,828

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

51.25%*

14  

Type of Reporting Person

 

CO

 

*

Includes 5,126,775 shares of Common Stock issuable upon conversion of the convertible debentures issued by Issuer to Total Solar on June 11, 2014 and 3,275,680 shares of Common Stock issuable upon conversion of the convertible debentures acquired by Total Solar from the Issuer on December 9, 2015. Percentage calculated based on 168,394,511 shares of Common Stock outstanding as of February 7, 2020 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2020.


CUSIP No. 867652 406    13D    Page 2 of 6 Pages

 

  1   

Names of Reporting Persons

 

Total Gaz Electricité Holdings France SAS

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

90,607,828

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

90,607,828

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

90,607,828

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

51.25%*

14  

Type of Reporting Person

 

CO

 

*

Includes 5,126,775 shares of Common Stock issuable upon conversion of the convertible debentures issued by Issuer to Total Solar on June 11, 2014 and 3,275,680 shares of Common Stock issuable upon conversion of the convertible debentures acquired by Total Solar from the Issuer on December 9, 2015. Percentage calculated based on 168,394,511 shares of Common Stock outstanding as of February 7, 2020 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2020.


CUSIP No. 867652 406    13D    Page 3 of 6 Pages

 

  1   

Names of Reporting Persons

 

Total Solar Intl SAS

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

90,607,828

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

90,607,828

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

90,607,828

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

51.25%*

14  

Type of Reporting Person

 

CO

 

*

Includes 5,126,775 shares of Common Stock issuable upon conversion of the convertible debentures issued by Issuer to Total Solar on June 11, 2014 and 3,275,680 shares of Common Stock issuable upon conversion of the convertible debentures acquired by Total Solar from the Issuer on December 9, 2015. Percentage calculated based on 168,394,511 shares of Common Stock outstanding as of February 7, 2020 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2020.


CUSIP No. 867652 406    13D    Page 4 of 6 Pages

 

Explanatory Note

This Amendment No. 13 (this “Amendment”) amends and supplements the statement on Schedule 13D filed on June 23, 2011, as amended on July 1, 2011, November 21, 2011, December 23, 2011, February 2, 2012, March 1, 2012, June 6, 2013, June 18, 2014, December 9, 2015, December 10, 2015, November 25, 2019, January 21, 2020 and February 4, 2020 (the “Filing”), by the Reporting Persons relating to the Shares of the Issuer. Information reported in the Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Filing.

 

Item 4.

Purpose of Transaction.

Item 4 of the Filing is amended and supplemented by inserting the following information:

On February 14, 2020, Total Solar and the Issuer entered into a Debenture Repurchase Agreement pursuant to which the Issuer agreed to repurchase $56,439,000.00 aggregate principal amount of its 0.875% Senior Convertible Debentures due 2021 (the “Debentures) from Total Solar at a price of $965.00 per $1,000.00 of aggregate principal amount of Debentures sold, for an aggregate purchase price of $54,463,635.00 (the “Repurchase”). The Repurchase is expected to close on February 21, 2020.

 

Item 5.

Interest in Securities of the Issuer.

Item 5(a) and (b) of the Filing is amended and restated in its entirety as follows:

The number and percentage of shares of Common Stock to which this Statement relates is 90,607,828, constituting 51.25% of the 168,394,511 shares of Common Stock outstanding as of February 7, 2020 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2020, which includes 5,126,775 shares of Common Stock issuable upon conversion of the convertible debentures issued by Issuer to Total Solar on June 11, 2014 and 3,275,680 shares of Common Stock issuable upon conversion of the convertible debentures acquired by Total Solar from the Issuer on December 9, 2015.

Total Solar is an indirect wholly owned subsidiary of Total Gaz, which is an indirect wholly owned subsidiary of Total. As a result, each of Total Solar, Total Gaz and Total may be deemed to beneficially own the foregoing Shares.

As of the date of this Statement, the Reporting Persons are the only beneficial owners of the foregoing Shares. To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule A is the beneficial owner of any Shares.


CUSIP No. 867652 406    13D    Page 5 of 6 Pages

 

Item 5(c) of the Filing is amended and supplemented as follows:

From the February 13, 2020 through February 14, 2020, Total Gaz purchased 676,600 shares of Common Stock, in a series of transactions at prices ranging from $8.27 to $8.90 per share in open market transactions on the New York Stock Exchange. Details by date, listing the number of shares purchased and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for these transactions.

 

Date

   Shares Purchased      Weighted Average
Price per Share
 

February 13, 2020

     100,600      $ 8.8486  

February 14, 2020

     576,000      $ 8.4393  

Other than as described in this Item 5(c) herein, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the persons listed on Schedule A has effected any transaction in the Shares since the filing of the last amendment to this Filing.


CUSIP No. 867652 406    13D    Page 6 of 6 Pages

 

SIGNATURES

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.

Date:    February 19, 2020

 

TOTAL S.A.
By:  

/s/ Aurèlien Hamelle

Name: Aurèlien Hamelle
Title:   General Counsel
TOTAL GAZ ELECTRICITÉ HOLDINGS FRANCE SAS
By:  

/s/ Laurent Vivier

Name: Laurent Vivier
Title:   Managing Director
TOTAL SOLAR INTL SAS
By:  

/s/ Noémie Malige

Name: Noémie Malige
Title:   Managing Director

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
2/21/20
Filed on:2/19/204,  4/A
2/18/2010-K,  4,  4/A
2/14/20SC 13G/A
2/13/204
2/7/20
2/4/204,  SC 13D/A
1/21/20SC 13D/A
11/25/198-K,  SC 13D/A
12/10/154,  8-K,  SC 13D/A
12/9/154,  8-K,  SC 13D/A
6/18/144,  424B5,  SC 13D/A
6/11/144,  8-K
6/6/134,  8-K,  SC 13D/A
3/1/123,  4,  S-8,  SC 13D/A
2/2/124,  PREM14C,  SC 13D/A
12/23/113,  4,  8-K,  PREM14C,  SC 13D/A
11/21/114,  SC 13D/A
7/1/113,  8-K,  SC 13D/A
6/23/113,  SC 13D
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