United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule13d-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. 15)*
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)
April 15, 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) or240.13d-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 theNotes).
| 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
94,912,700 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
94,912,700 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
94,912,700 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
53.62%* | |||||
| 14 | Type of Reporting Person
CO | |||||
| * | Includes 3,969,375 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 169,754,988 shares of Common Stock outstanding as of March 19, 2020 as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 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
94,912,700 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
94,912,700 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
94,912,700 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
53.62%* | |||||
| 14 | Type of Reporting Person
CO | |||||
| * | Includes 3,969,375 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 169,754,988 shares of Common Stock outstanding as of March 19, 2020 as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 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
94,912,700 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
94,912,700 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
94,912,700 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
53.62%* | |||||
| 14 | Type of Reporting Person
CO | |||||
| * | Includes 3,969,375 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 169,754,988 shares of Common Stock outstanding as of March 19, 2020 as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020. |
| CUSIP No. 867652 406 | 13D | Page 4 of 6 Pages |
Explanatory Note
This Amendment No. 15 (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, February 4, 2020, February 19, 2020 and March 20, 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 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 94,912,700, constituting 53.62% of the 169,754,988 shares of Common Stock outstanding as of March 19, 2020 as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020, which includes 3,969,375 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 a direct 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.
Item 5(c) of the Filing is amended and supplemented as follows:
From March 20, 2020 through April 14, 2020, Total Gaz purchased 2,745,627 shares of Common Stock, in a series of transactions at prices ranging from $4.64 to $6.75 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 | ||||||
March 20, 2020 | 35,649 | $ | 5.5799 | |||||
March 23, 2020 | 6,485 | $ | 5.7634 | |||||
March 24, 2020 | 14,000 | $ | 6.6736 | |||||
April 1, 2020 | 720,585 | $ | 4.7521 | |||||
| CUSIP No. 867652 406 | 13D | Page 5 of 6 Pages |
April 2, 2020 | 307,990 | $ | 4.9031 | |||||
April 3, 2020 | 647,511 | $ | 4.7629 | |||||
April 6, 2020 | 205,000 | $ | 5.3872 | |||||
April 7, 2020 | 325,965 | $ | 5.7641 | |||||
April 8, 2020 | 179,829 | $ | 5.9215 | |||||
April 9, 2020 | 158,170 | $ | 6.2353 | |||||
April 13, 2020 | 48,419 | $ | 6.2136 | |||||
April 14, 2020 | 96,024 | $ | 6.6417 |
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: April 15, 2020
| TOTAL S.A. | ||
| By: | /s/ Aurélien Hamelle | |
| Name: | Aurélien 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 | |
