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Sec Form 4 Filing - Oaktree Capital Group LLC @ Infrastructure & Energy Alternatives Inc. - 2019-05-20

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
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 *
Oaktree Capital Group, LLC
2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
05/20/2019
(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
Series B Preferred Stock, par value $0.0001 05/20/2019 A 20,000 ( 1 ) A 20,000 I See footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 12 )
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 $ 0.0001 05/20/2019 A 1,018,374 ( 9 ) ( 10 ) ( 11 ) ( 11 ) Common Stock 1,018,374 ( 2 ) 1,018,374 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE HOLDINGS, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Signatures
See Signatures included in Exhibit 99.1 05/22/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Series B Preferred Stock issued on May 20, 2019 pursuant to that certain Amended and Restated Equity Commitment Agreement, dated as of May 20, 2019 (the "Equity Agreement"), to OT POF IEA Preferred B Aggregator, L.P. ("Preferred B Aggregator"), which may be deemed to be indirectly held by the Reporting Persons.
( 2 )Pursuant to the Equity Agreement, Preferred B Aggregator purchased 20,000 shares of Series B Preferred Stock and 1,018,374 warrants to purchase the Issuer's common stock ("Warrants") from Infrastructure and Energy Alternatives, Inc. (the "Issuer") for an aggregate purchase price of $20,000,000.
( 3 )The general partner of Preferred B Aggregator is OT POF IEA Preferred B Aggregator GP, LLC ("Preferred B Aggregator GP"). The managing member of Preferred B Aggregator GP is Oaktree Power Opportunities Fund III Delaware, L.P.
( 4 )The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. is Oaktree Fund GP, LLC. The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly appointed manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC (collectively, the "Reporting Persons"). (cont'd in FN 5)
( 5 )Oaktree Capital Group Holdings GP, LLC is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank and Jay S. Wintrob (the "OCGH GP Members"). Each OCGH GP Member expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
( 6 )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 4.
( 7 )Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Concurrently with the filing of this Form 4, Preferred B Aggregator and OT POF IEA Preferred B Aggregator GP, LLC, in its capacity as Preferred B Aggregator's general partner, are filing a Form 3.
( 8 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
( 9 )Represents the Warrants issued pursuant to the Equity Agreement to Preferred B Aggregator, which may be deemed indirectly held by the Reporting Persons. The Reporting Persons may be deemed to be indirectly issued additional Warrants depending upon the Issuer's EBITDA, as defined in the Equity Agreement (calculated on a last twelve month basis) on the last calendar day of each month during the twelve month period commencing on the first anniversary of the closing date of the Equity Agreement and ending on the second anniversary of the closing date.
( 10 )(Continued from Footnote 9) The Reporting Persons may also be deemed to be indirectly issued additional Warrants upon the conversion of the Issuer's Series A Preferred Stock, to the extent additional shares of common stock are issued pursuant to that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Issuer, IEA Energy Services, LLC, Infrastructure and Energy Alternatives, LLC, and the other parties thereto, and in the event of certain other warrants and equity rights.
( 11 )Warrants are currently exercisable and have no expiration date.
( 12 )As a result of Messrs. Ian Shapiro's and Peter Jonna's positions as Managing Director and Senior Vice President, respectively, of Oaktree Capital Management, L.P, an affiliate of Oaktree Capital Group Holdings GP, LLC, and directors of the Issuer, the Reporting Persons may be deemed directors by deputization

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).

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