0000950142-22-002667 4 2 20220831 20220906 20220906 Oaktree Phoenix Investment Fund, L.P. 0001815055 E9 1231 4 34 001-37839 221229473 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 4 34 001-37839 221229474 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 4 1 es220283639_4-tpic2.xml OWNERSHIP DOCUMENT FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). 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. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to BAM Partners Trust TPI COMPOSITES, INC [ TPIC Issuer (Check all ] applicable) _____ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title BROOKFIELD PLACE, 181 BAY Transaction (MM/DD/YYYY) below) _____ Other STREET, SUITE 300 8/31/2022 (specify below) (Street) 4. If Amendment, Date 6. Individual or TORONTO, A6 M5J 2T3 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. Code 4. Securities 5. Amount of 6. Ownership 7. Nature of Indirect (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Form: Direct (D) Beneficial Ownership Execution Disposed of (D) Beneficially or Indirect (I) (Instr. 4) Date, if (Instr. 3, 4 and 5) Owned Following (Instr. 4) any Reported Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 8/31/2022 X 2835000 A $0.01 2835000 I See Footnote (4) (5) Common Stock 8/31/2022 S (1) 1526 D $18.59 2833474 I See Footnote (4) (5) Common Stock 8/31/2022 X 1750000 A $0.01 1750000 I See Footnote (4) (5) Common Stock 8/31/2022 S (2) 942 D $18.59 1749058 I See Footnote (4) (5) Common Stock 8/31/2022 X 81667 A $0.01 81667 I See Footnote (4) (5) Common Stock 8/31/2022 S (3) 44 D $18.59 81623 I See Footnote (4) (5) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price 9. Number of 10. Ownership 11. Nature Derivate Security Conversion Deemed Code Derivative Expiration Date Securities Underlying of derivative Form of of (Instr. 3) or Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Derivative Indirect Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Security: Direct Beneficial Price of any (D) (Instr. 5) Owned (D) or Indirect Ownership Derivative (Instr. 3, 4 and 5) Following (I) (Instr. 4) (Instr. 4) Security Reported Transaction(s) Date Expiration Amount or (Instr. 4) Exercisable Date Title Number of Code V (A) (D) Shares Warrants (right $0.01 8/31/2022 X 2835000 11/22/2021 11/22/2026 Common 2835000 $0.00 0 D (4) (5) to buy) Stock Warrants (right $0.01 8/31/2022 X 1750000 11/22/2021 11/22/2026 Common 1750000 $0.00 0 D (4) (5) to buy) Stock Warrants (right $0.01 8/31/2022 X 81667 11/22/2021 11/22/2026 Common 81667 $0.00 0 D (4) (5) to buy) Stock Explanation of Responses: (1) On August 31, 2022, Opps TPIC Holdings, LLC ("Opps") exercised 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 to purchase 2,835,000 shares of the Company's common stock for $0.01 a share. Opps paid the exercise price on a cashless basis, resulting in the Company's withholding of 1,526 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,833,474 shares. (2) On August 31, 2022, Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") exercised warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Power V to purchase 1,750,000 shares of the Company's common stock for $0.01 a share. Power V paid the exercise price on a cashless basis, resulting in the Company's withholding of 942 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,749,058 shares. (3) On August 31, 2022, Oaktree Phoenix Investment Fund, L.P. ("Phoenix") exercised warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Phoenix to purchase 81,667 shares of the Company's common stock for $0.01 a share. Phoenix paid the exercise price on a cashless basis, resulting in the Company's withholding of 44 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 81,623 shares. (4) This Form 4 is being filed jointly by (each, a "Reporting Person" and, collective, the "Reporting Persons") (i) Opps, (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 4 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 9/6/2022 ** 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 4(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 es220283639_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 This Statement on Form 4 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: August 31, 2022 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