Sec Form 13D Filing - Walton Lukas T filing for FIRST SOLAR INC. (FSLR) - 2020-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

First Solar, Inc.

(Name of Issuer)

 

Common stock

(Title of Class of Securities)

336433107

(CUSIP Number)

Lukas T. Walton

In care of:

Shilpi Gupta, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 29, 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.  ☐

CUSIP No. 336433107

This filing constitutes Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2016 (the “Original Schedule 13D”) as previously amended by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on September 21, 2020 (the Original Schedule 13D as previously amended and as amended and supplemented by this Amendment, the “Schedule 13D”) by Lukas T. Walton in respect of shares of the common stock (“Shares”) of First Solar, Inc.

Unless set forth below, all previous Items of the Original Schedule 13D as previously amended are unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D as previously amended.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by the addition of the following text:

On October 29, 2020, as permitted by a waiver (the “Waiver”) granted on that date in respect of the lock-up agreement described in Amendment No. 1, the Reporting Person contributed 2,500,000 Shares to TBI, a charitable private foundation controlled by the Reporting Person. On October 30, 2020, as further permitted by the Waiver, (i) the Reporting Person sold 2,500,000 Shares to a broker-dealer at a price of $80 per Share, and (ii) TBI sold 2,500,000 Shares to a broker-dealer at a price of $80 per Share.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

The Reporting Person is the beneficial owner of and has sole voting and dispositive power with respect to 8,841,358 Shares. Based on 105,976,169 outstanding Shares as of October 23, 2020, as reported by the Issuer in its Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on October 28, 2020, the Shares beneficially owned by the Reporting Person represent approximately 8.3% of the Issuer’s outstanding Shares.

The disclosure set forth in Item 4 of this Amendment regarding the Reporting Person’s contribution of Shares to TBI and the sales of Shares by TBI and the Reporting Person is incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by the addition of the following text:

The disclosure set forth in Item 4 of this Amendment regarding the Waiver is incorporated herein by reference.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following additional exhibit:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 3, 2020