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Oaktree Capital Management GP

Filed: 10 Feb 21, 4:41pm
SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OCM FIE, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/08/2021 S 8,853,283 D $16.75 1,945,217 I See footnotes(1)(3)(5)(6)(7)(8)(10)
Common Stock, par value $0.0001 per share 81,433 I See footnotes(4)(5)(6)(7)(8)
Series A Preferred Stock, par value $0.0001 per share 02/09/2021 S 17,482.5(9) D $1,267.11 0 I See footnotes(2)(3)(5)(6)(7)(8)(9)
Series B-1 Preferred Stock, par value $0.0001 per share 02/09/2021 S 20,000(9) D $1,166.94 0 I See footnotes(2)(3)(5)(6)(7)(8)(9)
Series B-3 Preferred Stock par value $0.0001 per share 02/09/2021 S 19,123.87(9) D $1,071.13 0 I See footnotes(2)(3)(5)(6)(7)(8)(9)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
OCM FIE, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Partners Ltd

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Management GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas OCM Holdings, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OT POF IEA Preferred B Aggregator GP LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OT POF IEA Preferred B Aggregator, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares held of record by Infrastructure and Energy Alternatives, LLC ("IEA LLC").
2. Represents shares held of record by OT POF IEA Preferred B Aggregator, L.P. ("Preferred B Aggregator"), which may be deemed to be indirectly held by the Reporting Persons. The general partner of Preferred B Aggregator is OT POF IEA Preferred B Aggregator GP, LLC ("Preferred B Aggregator GP").
3. Oaktree Power Opportunities Fund III Delaware, L.P. ("Fund III") is the controlling equity holder of IEA LLC and the managing member of Preferred B Aggregator GP. 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").
4. Represents shares held of record by FIE. Includes 34,529 restricted stock units, which vest on March 26, 2021. 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 Capital Management GP, LLC ("OCM GP") is the general partner of OCM LP. Atlas OCM Holdings, LLC ("Atlas") is the sole managing member of OCM GP.
5. Brookfield Asset Management Inc. ("BAM") is the indirect owner of the class A units of OCG and Atlas. Partners Limited is the sole owner of Class B Limited Voting Shares of BAM.
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. 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.
8. Each reporting person is filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.
9. On February 3, 2021, Ares Special Situations Fund IV, L.P. ("ASSF IV") and ASOF Holdings I, L.P. ("ASOF Holdings" and together with ASSF IV, the "Ares Parties"), IEA LLC and Preferred B Aggregator (collectively, the "Oaktree Parties") and Fund III, entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which the Ares Parties agreed to purchase all of the Series A Preferred Stock, par value $0.0001 per share, Series B-1 Preferred Stock, par value $0.0001 per share, and Series B-3 Preferred Stock, par value $0.0001 per share, held by IEA LLC and Preferred B Aggregator for total aggregate consideration of approximately $66.0 million. The closing of the transactions under the Securities Purchase Agreement was conditional upon, among other things, the selling stockholder selling a minimum of $60,000,000 of common stock in an underwritten public offering, which was consummated on February 8, 2021.
10. On December 30, 2020, IEA LLC distributed 40,000 shares of common stock to Christopher Hanson, the Issuer's Executive Vice President of Wind Operations and a member of IEA LLC, as a pro rata in-kind distribution in respect of his membership interest in IEA LLC, who in turn donated these shares to the Dash Foundation Inc.
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.
See Signatures included in exhibit 99.1 02/10/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.