Sec Form 4 Filing - OCM FIE, LLC @ Infrastructure & Energy Alternatives, Inc. - 2020-12-23

Insider filing report for Changes in Beneficial Ownership
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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
OCM FIE, 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)
12/23/2020
(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
Common Stock, par value $0.0001 per share 12/23/2020 A 525,000 ( 1 ) ( 2 ) ( 3 ) A $ 0 10,838,500 I By Infrastructure and Energy Alt., Inc. ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Common Stock, par value $0.0001 per share 81,433 I See footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OCM FIE, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE CAPITAL MANAGEMENT LP
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X X
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X X
Signatures
See Signatures included in exhibit 99.1 12/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the (i) Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among Infrastructure and Energy Alternatives, Inc. (the ?Issuer?) and Infrastructure and Energy Alternatives, LLC (?IEA LLC?), among others, (ii) Founder Shares Amendment Agreement, dated as of March 26, 2018, by and among the Issuer and IEA LLC, among others, and (iii) Amended and Restated Founder Shares Amendment Agreement, dated as of June 6, 2018, by and among the Issuer and IEA LLC, among others (collectively, the ?Founder Forfeiture Agreements?), the Issuer issued 525,000 shares of common stock to IEA LLC on December 23, 2020.?
( 2 )Of the 525,000 shares issued to IEA LLC, 185,063 shares are subject to vesting, and will irrevocably vest on the first day upon which the closing sale price of the Issuer?s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading day period in a consecutive thirty (30) day trading period. The shares will be subject to forfeiture if they do not vest by November 3, 2027.
( 3 )Of the 525,000 shares issued to IEA LLC, 185,062 shares are subject to vesting, and will irrevocably vest on the first day upon which the closing sale price of the Issuer?s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading day period in a consecutive thirty (30) day trading period. The shares will be subject to forfeiture if they do not vest by November 3, 2027.
( 4 )Represents shares held of record by IEA LLC. Oaktree Power Opportunities Fund III Delaware, L.P. ("Fund III") is the controlling equity holder of IEA LLC. The general partner of Fund III 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 ("OCG").
( 5 )Pursuant to the policies of Oaktree Capital Management L.P. (?OCM LP?), directors of the Issuer who are affiliated with the OCM hold these securities for the benefit of OCM FIE, LLC ("FIE"). OCM LP is the managing member of FIE. Oaktree Holdings, Inc, ("Holdings") is the general partner of OCM LP. OCG is the sole shareholder of Holdings.
( 6 )Brookfield Asset Management Inc. ("BAM") is the indirect owner of the class A units of OCG and (xiii) Partners Limited, is the sole owner of Class B Limited Voting Shares of BAM.
( 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.
( 8 )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.
( 9 )Each reporting person is filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.
( 10 )Peter Jonna, Senior Vice President of OCM L.P., is a director of the Issuer, and the Reporting Persons may be deemed directors by deputization of the Issuer.
( 11 )Represents securities held of record by FIE. Includes 34,529 restricted stock units, which vest on March 26, 2021.

Remarks:
This Form 4 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above.

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).
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