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| 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 )Pursuant to the Exchange Agreement, dated as of October 29, 2019, on November 14, 2019, Infrastructure & Energy Alternatives, Inc. (the "Company") issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 warrants to Infrastructure & Energy Alternatives, LLC ("Oaktree LLC") in exchange for 50% of the outstanding Series A Preferred Stock then held by Oaktree LLC.|
( 2 )Holders of Series A Preferred Stock may elect to cause the Company to convert the Series A Preferred Stock into Common Stock without the payment of additional consideration by such holder (i) at any time on or after March 26, 2021, (ii) at any time the terms of the Series B Preferred Stock or the Company's existing senior credit agreement would prohibit the payment of cash dividends, (iii) at any time shares of Series B Preferred Stock are outstanding or (iv) at any time on or after the non-payment of dividends when due, failure to redeem shares of Series A Preferred Stock when required or any other material default until such non-payment, failure or default is cured by the Company.
( 3 )(Continued from Footnote 2) The number of shares of common stock into which the Series A Preferred Stock is convertible is determined by dividing (i) the stated value by (ii) the volume-weighted average price per share ("VWAP") of common stock for the 30 consecutive trading days ending on the trading day immediately preceding the conversion date. In the event the Series A Preferred Stock is converted following an uncured non-payment, failure or default event, or if a holder of Series A Preferred Stock is converting pursuant to clause (ii) or (iii) in the preceding sentence, for purposes of the foregoing calculation, VWAP per share will be multiplied by 90%.
( 4 )The controlling equityholder of Seller is Oaktree Power Opportunities Fund III Delaware, L.P. 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 (collectively, the "Reporting Persons"). Oaktree Capital Group, LLC is managed by its ten-member board of directors. (cont'd in FN 5)
( 5 )(cont'd in FN 4) 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.
( 6 )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.
( 7 )The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
( 8 )In connection with the closing of the transactions contemplated by the Equity Commitment Agreement, dated as of October 29, 2019 (the "Equity Commitment Agreement"), the Company created a new series of its preferred stock designated as the Series B-3 Preferred Stock. Pursuant to the terms of the certificate of designations of the Series B-3 Preferred Stock, if both (i) the holders of the Company's capital stock entitled to vote have approved the issuance of common stock upon conversion of the Series B-3 Preferred Stock in compliance with the NASDAQ rules and (ii) at least 60 days have elapsed following the Mandatory Redemption Date without redemption thereof, a majority of the holders of the Series B Preferred Stock can elect to convert the Series B-3 Preferred Stock into shares of the Company's common stock (the "Series B Conversion").
( 9 )(Continued from Footnote 8) The conversion rate for the Series B Conversion will be based on the VWAP per share of the Company's common stock for the 30 consecutive trading days ending on the trading day immediately prior to the conversion date; provided that for so long as the Company is subject to the rules of NASDAQ, the conversion rate will equal the greater of the VWAP per share of the Company's common stock for the 30 consecutive trading days ending on the trading day immediately prior to the Conversion Date and $0.28. In connection with the closing of the transactions contemplated by the Equity Commitment Agreement, the previously existing Series B Preferred Stock was redesignated Series B-1 Preferred Stock.
( 10 )Warrants are currently exercisable and have no expiration date.
( 11 )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, LLC, and directors of the Company, 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).|