Sec Form 3 Filing - Opps TPIC Holdings, LLC @ TPI COMPOSITES, INC - 2021-11-22

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Opps TPIC Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2021
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 0.01 11/22/2021 11/22/2026 Common Stock 2,835,000( 1 ) I See Footnote( 4 )( 5 )
Warrants (right to buy) $ 0.01 11/22 /2021 11/22/2026 Common Stock 1,750,000( 2 ) I See Footnote( 4 )( 5 )
Warrants (right to buy) $ 0.01 11/22/2021 11/22/2026 Common Stock 81,667( 3 ) I See Footnote( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Opps TPIC Holdings, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE HOLDINGS, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X
Signatures
/s/ See Signatures Included in Exhibit 99.1 12/02/2021
Signature of Reporting Person Date
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:
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