LANDMARK EQUITY ADVISORS LLC /ADV - 3 filing on 2016-07-21

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LANDMARK EQUITY ADVISORS LLC /ADV

(Last)

(First)

(Middle)

10 MILL POND LANE

(Street)

SIMSBURY

06070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2016

3. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,833,049	I	See Notes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	411,749	⁽³⁾	I	See Notes⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	289,459	⁽³⁾	I	See Notes⁽¹⁾⁽²⁾
Series B-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	438,291	⁽³⁾	I	See Notes⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	193,206	⁽³⁾	I	See Notes⁽¹⁾⁽²⁾
Senior Redeemable Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	190,380	⁽³⁾	I	See Notes⁽¹⁾⁽²⁾
Common Warrant	⁽⁴⁾	⁽⁴⁾	Common Stock	72,191	9.35	I	See Notes⁽¹⁾⁽²⁾
Subordinated Convertible Promissory Note	⁽⁵⁾	⁽⁵⁾	Common Stock	485,887	11	I	See Notes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

LANDMARK EQUITY ADVISORS LLC /ADV

(Last)

(First)

(Middle)

10 MILL POND LANE

(Street)

SIMSBURY

06070

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LANDMARK GROWTH CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

10 MILL POND LANE

(Street)

SIMSBURY

06070

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LANDMARK IAM GROWTH CAPITAL LP

(Last)

(First)

(Middle)

10 MILL POND LANE

(Street)

SIMSBURY

06070

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Landmark Growth Capital Partners, LLC

(Last)

(First)

(Middle)

10 MILL POND LANE

(Street)

SIMSBURY

06070

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital, L.P. ("Landmark IAM"). Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both Landmark LGCP and Landmark IAM, and Landmark Equity Advisors, LLC ("LEA LLC") is the managing member of LGCP LLC.

2. This report on Form 3 is jointly filed by LGCP, Landmark IAM, LGCP LLC and LEA LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Paul G. Giovacchini, an advisor to LEA LLC, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. These securities are convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 3 above. These securities do not have an expiration date.

4. These securities are exercisable for Common Stock and are exercisable at any time until the earlier of (i) December 29, 2022, (ii) two (2) years following the effective date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein.

5. These securities are exercisable (a) immediately prior to the completion of any Change of Control or Qualified Initial Public Offering, or (b) at the election of the Reporting Person, at any time after the occurrence of an event of default, and are convertible into shares of Issuer common stock at a conversion price equal to the public offering price per share.

Remarks:

	/s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Growth Partners, L.P.	07/21/2016
	/s/ Steven G. Fishbach, Attorney-in-Fact for Landmark IAM Growth Capital, L.P.	07/21/2016
	/s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Growth Capital Partners, LLC	07/21/2016
	/s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Equity Advisors, LLC	07/21/2016
	** Signature of Reporting Person	Date
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