BAM Partners Trust - Aug 31, 2022 Form 4 Insider Report for TPI COMPOSITES, INC (TPIC)

Role
10%+ Owner
Signature
/s/ See Signatures Included in Exhibit 99.1
Stock symbol
TPIC
Transactions as of
Aug 31, 2022
Transactions value $
-$31
Form type
4
Date filed
9/6/2022, 06:45 PM
Previous filing
Mar 29, 2022
Next filing
Sep 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TPIC Common Stock Exercise of in-the-money or at-the-money derivative security $28.4K +2.84M $0.01* 2.84M Aug 31, 2022 See Footnote F4, F5
transaction TPIC Common Stock Sale -$28.4K -1.53K -0.05% $18.59 2.83M Aug 31, 2022 See Footnote F1, F4, F5
transaction TPIC Common Stock Exercise of in-the-money or at-the-money derivative security $17.5K +1.75M $0.01* 1.75M Aug 31, 2022 See Footnote F4, F5
transaction TPIC Common Stock Sale -$17.5K -942 -0.05% $18.59 1.75M Aug 31, 2022 See Footnote F2, F4, F5
transaction TPIC Common Stock Exercise of in-the-money or at-the-money derivative security $817 +81.7K $0.01* 81.7K Aug 31, 2022 See Footnote F4, F5
transaction TPIC Common Stock Sale -$818 -44 -0.05% $18.59 81.6K Aug 31, 2022 See Footnote F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TPIC Warrants (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -2.84M -100% $0.00* 0 Aug 31, 2022 Common Stock 2.84M $0.01 Direct F4, F5
transaction TPIC Warrants (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -1.75M -100% $0.00* 0 Aug 31, 2022 Common Stock 1.75M $0.01 Direct F4, F5
transaction TPIC Warrants (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -81.7K -100% $0.00* 0 Aug 31, 2022 Common Stock 81.7K $0.01 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 31, 2022, Opps TPIC Holdings, LLC ("Opps") exercised 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 to purchase 2,835,000 shares of the Company's common stock for $0.01 a share. Opps paid the exercise price on a cashless basis, resulting in the Company's withholding of 1,526 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,833,474 shares.
F2 On August 31, 2022, Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") exercised warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Power V to purchase 1,750,000 shares of the Company's common stock for $0.01 a share. Power V paid the exercise price on a cashless basis, resulting in the Company's withholding of 942 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,749,058 shares.
F3 On August 31, 2022, Oaktree Phoenix Investment Fund, L.P. ("Phoenix") exercised warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Phoenix to purchase 81,667 shares of the Company's common stock for $0.01 a share. Phoenix paid the exercise price on a cashless basis, resulting in the Company's withholding of 44 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 81,623 shares.
F4 This Form 4 is being filed jointly by (each, a "Reporting Person" and, collective, the "Reporting Persons") (i) Opps, (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.
F5 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 3.

Remarks:

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