|Form 4 Filings||Insider Buys||Significant Buys|| Penny Stocks |
|Insider Buy Sell Ratios||Stock Options|| Insider Trading |
| Insider Trading |
| || |
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
| FORM 4 |
| 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
| ( 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
|* 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).|