0000950142-22-002666 4 2 20220831 20220906 20220906 BROOKFIELD ASSET MANAGEMENT INC. 0001001085 6512 A6 1231 4 34 001-37839 221229458 BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO A6 M5J2T3 416-363-9491 BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO A6 M5J2T3 BRASCAN CORP/ 20010321 EDPERBRASCAN CORP 19970904 BRASCAN LTD 19950919 OAKTREE FUND GP I, L.P. 0001402746 DE 1231 4 34 001-37839 221229463 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 Oaktree Capital Group Holdings GP, LLC 0001403525 DE 1231 4 34 001-37839 221229459 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 Oaktree Capital Group, LLC 0001403528 6282 DE 1231 4 34 001-37839 221229457 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 Oaktree Capital I, L.P. 0001403530 DE 1231 4 34 001-37839 221229462 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. 0001894389 DE 1231 4 34 001-37839 221229465 333 S. GRAND AVE. 28TH FLOOR LOS ANGELES CA 90071 213-830-6300 333 S. GRAND AVE. 28TH FLOOR LOS ANGELES CA 90071 OAKTREE HOLDINGS, LLC 0001407181 DE 1231 4 34 001-37839 221229460 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 OCM HOLDINGS I, LLC 0001407178 DE 1231 4 34 001-37839 221229461 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 OAKTREE HOLDINGS I, LLC 20070718 Oaktree Fund GP, LLC 0001499005 DE 1231 4 34 001-37839 221229464 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 (213) 830-6300 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 Opps TPIC Holdings, LLC 0001894383 DE 1231 4 34 001-37839 221229466 333 S. GRAND AVE. 28TH FLOOR LOS ANGELES CA 90071 213-830-6300 333 S. GRAND AVE. 28TH FLOOR LOS ANGELES CA 90071 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 es220283630_4-tpic1.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 Opps TPIC Holdings, LLC TPI COMPOSITES, INC [ TPIC Issuer (Check all ] applicable) _____ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 333 SOUTH GRAND AVENUE, 28TH Transaction (MM/DD/YYYY) below) _____ Other FLOOR 8/31/2022 (specify below) (Street) 4. If Amendment, Date 6. Individual or LOS ANGELES, CA 90071 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 1 of 2 Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Opps TPIC Holdings, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE X 28TH FLOOR LOS ANGELES, CA 90071 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE X 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3 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 es220283630_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: OPPS TPIC Holdings, LLC Date of Event Requiring Statement: August 31, 2022 Issuer Name and Ticker or Trading Symbol: TPIC OPPS TPIC Holdings, LLC By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OAKTREE POWER OPPORTUNITIES FUND V (DELAWARE) HOLDINGS, L.P. By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Henry Orren Name: Henry Orren Title: Authorized Signatory OAKTREE FUND GP I, L.P. By: /s/ Henry Orren Name: Henry Orren Title: Authorized Signatory OAKTREE CAPITAL I, L.P. By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OCM HOLDINGS I, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OAKTREE HOLDINGS, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OAKTREE CAPITAL GROUP, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Henry Orren Name: Henry Orren Title: Senior Vice President BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Senior Vice President Legal & Regulatory