Oaktree Phoenix Investment Fund, L.P. 4
4 · TPI COMPOSITES, INC · Filed Sep 6, 2022
Insider Transaction Report
Form 4
BAM Partners Trust
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2022-08-31$0.01/sh+1,750,000$17,500→ 1,750,000 total(indirect: See Footnote) - Exercise of In-Money
Warrants (right to buy)
2022-08-31−1,750,000→ 0 totalExercise: $0.01From: 2021-11-22Exp: 2026-11-22→ Common Stock (1,750,000 underlying) - Sale
Common Stock
2022-08-31$18.59/sh−1,526$28,368→ 2,833,474 total(indirect: See Footnote) - Sale
Common Stock
2022-08-31$18.59/sh−942$17,512→ 1,749,058 total(indirect: See Footnote) - Exercise of In-Money
Common Stock
2022-08-31$0.01/sh+81,667$817→ 81,667 total(indirect: See Footnote) - Sale
Common Stock
2022-08-31$18.59/sh−44$818→ 81,623 total(indirect: See Footnote) - Exercise of In-Money
Warrants (right to buy)
2022-08-31−2,835,000→ 0 totalExercise: $0.01From: 2021-11-22Exp: 2026-11-22→ Common Stock (2,835,000 underlying) - Exercise of In-Money
Warrants (right to buy)
2022-08-31−81,667→ 0 totalExercise: $0.01From: 2021-11-22Exp: 2026-11-22→ Common Stock (81,667 underlying) - Exercise of In-Money
Common Stock
2022-08-31$0.01/sh+2,835,000$28,350→ 2,835,000 total(indirect: See Footnote)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.