FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated 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 Person *

BAM Partners Trust
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/22/2021 

3. Issuer Name and Ticker or Trading Symbol

TPI COMPOSITES, INC [TPIC]
(Last)        (First)        (Middle)

BROOKFIELD PLACE, 181 BAY STREET, SUITE 300
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

TORONTO, A6 M5J 2T3      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (right to buy) 11/22/2021 11/22/2026 Common Stock 2835000 (1)$0.01 I See Footnote (4)(5)
Warrants (right to buy) 11/22/2021 11/22/2026 Common Stock 1750000 (2)$0.01 I See Footnote (4)(5)
Warrants (right to buy) 11/22/2021 11/22/2026 Common Stock 81667 (3)$0.01 I See 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
Director10% OwnerOfficerOther
BAM Partners Trust
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300
TORONTO, A6 M5J 2T3

X

Oaktree Phoenix Investment Fund, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071

X


Signatures
/s/ See Signatures Included in Exhibit 99.112/2/2021
**Signature of Reporting PersonDate


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.

 

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