SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO (s)
240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
(s)
240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
ArrayTechnologies, Inc.
(Name of Issuer)
Common Stock
(Title ofClass of Securities)
04271T100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box todesignate the rule pursuant to which this Schedule
is filed:
Rule
13d-1(b)
Rule
13d-1(c)
Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 ofthe 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. 04271T100 13G Page 1 of 10 Pages
1. Names of Reporting Persons
Hill City Capital Master Fund LP
2. Check the Appropriate Box if aMember of a Group (See Instructions)
(a)(b)
3. SEC Use Only
4. Citizenship or Place ofOrganization
CaymanIslands
Number of 5. Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With
6. Shared Voting Power
8,840,335
7. Sole Dispositive Power
0
8. Shared Dispositive Power
8,840,335
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,840,335
10. Check if the Aggregate Amountin Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented byAmount in Row (9)
5.85%*
12. Type of Reporting Person (SeeInstructions)
PN
* Based on 151,216,480 shares of Common Stock outstanding as of
November 3, 2023, as reported in theIssuer's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and filed
with the Securities and Exchange Commission on November 7, 2023.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 2 of 10 Pages
1. Names of Reporting Persons
Hill City Capital GP LLC
2. Check the Appropriate Box if aMember of a Group (See Instructions)
(a)(b)
3. SEC Use Only
4. Citizenship or Place ofOrganization
Delaware
Number of 5. Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With
6. Shared Voting Power
8,840,335
7. Sole Dispositive Power
0
8. Shared Dispositive Power
8,840,335
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,840,335
10. Check if the Aggregate Amountin Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented byAmount in Row (9)
5.85%*
12. Type of Reporting Person (SeeInstructions)
OO
* Based on 151,216,480 shares of Common Stock outstanding as of
November 3, 2023, as reported in theIssuer's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and filed
with the Securities and Exchange Commission on November 7, 2023.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 3 of 10 Pages
1. Names of Reporting Persons
Hill City Capital LP
2. Check the Appropriate Box if aMember of a Group (See Instructions)
(a)(b)
3. SEC Use Only
4. Citizenship or Place ofOrganization
Delaware
Number of 5. Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With
6. Shared Voting Power
8,840,335
7. Sole Dispositive Power
0
8. Shared Dispositive Power
8,840,335
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,840,335
10. Check if the Aggregate Amountin Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented byAmount in Row (9)
5.85%*
12. Type of Reporting Person (SeeInstructions)
PN, IA
* Based on 151,216,480 shares of Common Stock outstanding as of
November 3, 2023, as reported in theIssuer's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and filed
with the Securities and Exchange Commission on November 7, 2023.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 4 of 10 Pages
1. Names of Reporting Persons
Hill City GP LLC
2. Check the Appropriate Box if aMember of a Group (See Instructions)
(a)(b)
3. SEC Use Only
4. Citizenship or Place ofOrganization
Delaware
Number of 5. Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With
6. Shared Voting Power
8,840,335
7. Sole Dispositive Power
0
8. Shared Dispositive Power
8,840,335
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,840,335
10. Check if the Aggregate Amountin Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented byAmount in Row (9)
5.85%*
12. Type of Reporting Person (SeeInstructions)
OO
* Based on 151,216,480 shares of Common Stock outstanding as of
November 3, 2023, as reported in theIssuer's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and filed
with the Securities and Exchange Commission on November 7, 2023.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 5 of 10 Pages
1. Names of Reporting Persons
Herbert Frazier
2. Check the Appropriate Box if aMember of a Group (See Instructions)
(a)(b)
3. SEC Use Only
4. Citizenship or Place ofOrganization
United States ofAmerica
Number of 5. Sole Voting Power
Shares Beneficially
Owned by 0
Each
Reporting
Person
With
6. Shared Voting Power
8,840,335
7. Sole Dispositive Power
0
8. Shared Dispositive Power
8,840,335
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,840,335
10. Check if the Aggregate Amountin Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented byAmount in Row (9)
5.85%*
12. Type of Reporting Person (SeeInstructions)
IN
* Based on 151,216,480 shares of Common Stock outstanding as of
November 3, 2023, as reported in theIssuer's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and filed
with the Securities and Exchange Commission on November 7, 2023.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 6 of 10 Pages
Item 1.
(a) Name of Issuer:
Array Technologies, Inc.
(b) Address of Issuer's Principal
Executive Offices:
3901 Midway Place NE,
Albuquerque, New Mexico 87109
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed by Hill City Capital Master Fund LP (the "Fund"); Hill City
Capital GP LLC (the "General Partner"), whichserves as the general partner of the Fund; Hill City
Capital LP (the "Investment Manager"), which serves as investment manager of the Fund; Hill
City GP LLC (the "Investment Manager GP"), which serves as the general partner ofthe Investment
Manager; and Herbert Frazier, who serves as managing member of the General Partner and the Investment
Manager GP (each of whom may be referred to herein as a "Reporting Person" and collectively
as the "ReportingPersons"). The Reporting Persons are making this single, joint filing and
the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1.
(b) Address of Principal Business
Office or, if none, Residence:
The principal business address
of the Fund is c/o Ogier Global
(Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman
KY1-9009.
The principal business address of
the General Partner, the Investment
Manager, the Investment Manager GP
and Mr. Frazier is 121 High St, 3
rd
Floor, Boston, Massachusetts 02110.
(c) Citizenship:
The Fund is a Cayman Islands exempted
limited partnership; each of
the General Partner and the
Investment Manager GP is a Delaware
limited liability company;the Investment
Manager is a Delaware limited
partnership; and Mr. Frazier is
a citizen of the United States.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
04271T100
Item 3. If this statement is filed pursuant to
(s)(s)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).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) An investment adviser in accordance with
(s)240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
(s)240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with (s)
240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 7 of 10 Pages
(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);
(j) A
non-U.S.
institution in
accordance with
(s)240.13d-1(b)(1)(ii)(J).
(k) Group, in
accordance with
(s)240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with
(s)240.13d-1(b)(1)(ii)(J),
please specify the type of institution:_______
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
See Item 9 of each cover page.
(b) Percent of class:
See Item 11 of each cover page.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
Each of theReporting Persons disclaims beneficial ownership of the Common
Units reported herein except to the extent of its or his pecuniary interest
therein, if any.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
fivepercent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the ParentHolding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 8 of 10 Pages
Item 9. Notice of Dissolution of Group
Not applicable.
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 ofor 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 inconnection with a nomination under (s)
240.14a-11.
-------------------------------------------------------------------------------
CUSIP No. 04271T100 13G Page 9 of 10 Pages
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.
Dated: February 12, 2024
HILL CITY CAPITAL MASTER FUND LP
By: HILL CITY CAPITAL GP LLC,
its General Partner
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY CAPITAL GP LLC
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY CAPITAL LP
By: HILL CITY GP LLC,
its General Partner
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY GP LLC
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
/s/ Herbert Frazier
Herbert Frazier
CUSIP No. 04271T100 13G Page 10 of 10 Pages
EXHIBIT 1
AGREEMENT
Pursuant toRule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each
of the undersigned ofCommon Stock of Array Technologies, Inc.
EXECUTED this 12
th
day of February, 2024.
HILL CITY CAPITAL MASTER FUND LP
By: HILL CITY CAPITAL GP LLC,
its General Partner
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY CAPITAL GP LLC
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY CAPITAL LP
By: HILL CITY GP LLC,
its General Partner
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
HILL CITY GP LLC
By: /s/ Herbert Frazier
Herbert Frazier
Managing Member
/s/ Herbert Frazier
Herbert Frazier