0000950142-21-003865 3 2 20211122 20211202 20211202 Oaktree Phoenix Investment Fund, L.P. 0001815055 E9 1231 3 34 001-37839 211466755 333 S. GRAND AVE 28TH FLOOR LOS ANGELES CA 90071 2138306300 333 S. GRAND AVE 28TH FLOOR LOS ANGELES CA 90071 BAM Partners Trust 0001861643 A6 1231 3 34 001-37839 211466756 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 416-369-2621 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 TPI COMPOSITES, INC 0001455684 3510 201590775 1231 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 480-305-8910 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 TPI COMPOSITES INC 20090206 3 1 es210205469_3-othllc2.xml OWNERSHIP DOCUMENT FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol BAM Partners Trust Statement TPI COMPOSITES, INC [TPIC] (MM/DD/YYYY) 11/22/2021 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check BROOKFIELD PLACE, 181 BAY all applicable) STREET, SUITE 300 _____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Street) 5. If Amendment, 6. Individual or Joint/Group TORONTO, A6 M5J 2T3 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) ___ 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 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned Direct (Instr. 4) (D) or Indirect (I) (Instr. 5) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable and 3. Title and Amount of 4. 5. 6. Nature of Indirect (Instr. 4) Expiration Date Securities Underlying Conversion Ownership Beneficial Ownership (MM/DD/YYYY) Derivative Security or Form of (Instr. 5) (Instr. 4) Exercise Derivative Price of Security: Derivative Direct (D) Security or Indirect (I) Date Expiration Title Amount or (Instr. 5) Exercisable Date Number of Shares Warrants (right to buy) 11/22/2021 11/22/2026 Common 2835000 (1) $0.01 I See Stock Footnote (4) (5) Warrants (right to buy) 11/22/2021 11/22/2026 Common 1750000 (2) $0.01 I See Stock Footnote (4) (5) Warrants (right to buy) 11/22/2021 11/22/2026 Common 81667 (3) $0.01 I See Stock Footnote (4) (5) Explanation of Responses: (1) Consists of Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Opps TPIC Holdings, LLC ("Opps") exercisable for 2,835,000 shares of Common Stock at an exercise price of $0.01 per share. (2) Consists of Warrants directly beneficially owned by Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") exercisable for 1,750,000 shares of Common Stock at an exercise price of $0.01 per share. (3) Consists of Warrants directly beneficially owned by Oaktree Phoenix Investment Fund, L.P. ("Phoenix") exercisable for 81,667 shares of Common Stock at an exercise price of $0.01 per share. (4) This Form 3 is being filed jointly by (each, a "Reporting Person" and, collective, the "Reporting Persons") (i) TPIC, (ii) Power V, (iii) Oaktree Fund GP, LLC ("Fund GP"), as general partner of TPIC and Power V, (iv) Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, (v) Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, (vi) OCM Holdings I, LLC ("Holdings I"), as general partner of Capital I, (vii) Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, (viii) Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (x) Brookfield Asset Management Inc. ("BAM"), as indirect owner of the class A units of OCG, (xi) BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BAM and (xii) Phoenix. (5) Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. Remarks: Form 2 of 2 Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAM Partners Trust BROOKFIELD PLACE, 181 BAY STREET X SUITE 300 TORONTO, A6 M5J 2T3 Oaktree Phoenix Investment Fund, L.P. 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Signatures /s/ See Signatures Included in Exhibit 99.1 12/2/2021 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. EX-99.1 2 es210205469_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Name of Designated Filer: BAM PARTNERS TRUST Date of Event Requiring Statement: November 22, 2021 Issuer Name and Ticker or Trading Symbol: TPIC BAM PARTNERS TRUST By: BAM Class B Partners Inc. Its: Trustee By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary OAKTREE PHOENIX INVESTMENT FUND, L.P. By: Oaktree Phoenix Investment Fund GP, L.P. Its: General Partner By: Oaktree Phoenix Investment Fund GP, Ltd. Its: General Partner By: Oaktree Capital Management, L.P. Its: Director By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President