-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LpXMJWlD5lng5sDtIEcnwMEQMK/bKgSVZFVLGht9dWPlxlSfLO1Yncxx0id2xnmj AyPdvhXMy6uCky7wcronOA== 0001104659-10-062890.txt : 20101215 0001104659-10-062890.hdr.sgml : 20101215 20101215190700 ACCESSION NUMBER: 0001104659-10-062890 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101213 FILED AS OF DATE: 20101215 DATE AS OF CHANGE: 20101215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GT Solar International, Inc. CENTRAL INDEX KEY: 0001394954 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 030606749 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 243 DANIEL WEBSTER HIGHWAY CITY: MERRIMACK STATE: NH ZIP: 03054 BUSINESS PHONE: (603)883-5200 MAIL ADDRESS: STREET 1: 243 DANIEL WEBSTER HIGHWAY CITY: MERRIMACK STATE: NH ZIP: 03054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34133 FILM NUMBER: 101254695 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 4 1 a4.xml 4 X0303 4 2010-12-13 0 0001394954 GT Solar International, Inc. SOLR 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock 2010-12-13 2010-12-13 4 S 0 54400 9.1882 D 17583749 I By GT Solar Holdings, LLC Common Stock 2010-12-14 2010-12-14 4 S 0 945600 8.9254 D 16638149 I By GT Solar Holdings, LLC Common Stock 2010-12-14 2010-12-14 4 J 0 5587364 0 D 0 I By GT Solar Holdings, LLC Common Stock 9824148 I By OCM/GFI Power Opportunities Fund II, L.P. Common Stock 1226637 I By OCM/GFI Power Opportunities Fund II (Cayman), L.P. This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $9.15 to $9.245. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. These shares were owned directly by GT Solar Holdings, LLC. OCM/GFI Power Opportunities Fund II, L.P. (the "Main Fund") and OCM/GFI Power Opportunities Fund II (Cayman), L.P. ("Cayman Fund" and together with the Main Fund, "OCM/GFI Funds") are together the managing member of GT Solar Holdings, LLC. Oaktree Capital Management, L.P. ("OCM") is one of the two investment managers of each of the OCM/GFI Funds. Voting and investment power with respect to securities owned by the OCM/GFI Funds is exercised by a four-person committee, including two representatives of OCM (any two of Messrs. Stephen A. Kaplan, Michael P. Harmon, Bruce A. Karsh and Howard S. Marks). Oaktree Holdings, Inc. is the general partner of OCM. Oaktree Capital Group, LLC is the sole shareholder of Oaktree Holdings, Inc. Oaktree Capital Group Holdings, L.P. controls Oaktree Capital Group, LLC. Oaktree Capital Group Holdings GP, LLC is the general partner of Oaktree Capital Group Holdings, L.P. Oaktree Capital Group Holdings GP, LLC is managed by Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer and Kevin L. Clayton. By virtue of the ownership structure described above, each of the OCM/GFI Funds, Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group, LLC, Oaktree Holdings, Inc., OCM, Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton and Michael P. Harmon may be deemed to have beneficial ownership of the shares owned by GT Solar Holdings, LLC. Each of the foregoing persons expressly disclaims beneficial ownership of the shares held by GT Solar Holdings, LLC, except to the extent of their respective pecuniary interests therein. This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $8.75 to $9.06. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC to its members on December 14, 2010. In the distribution, 5,587,364 shares were distributed to the non-managing members of GT Solar Holdings, LLC. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC, of which the Main Fund is a managing member, on December 14, 2010. As a result of the distribution, the Main Fund became the record owner of 9,824,148 shares of the issuer. In prior reports, the Main Fund reported indirect beneficial ownership of all of the shares of the issuer owned by GT Solar Holdings, LLC. The shares are owned directly by the Main Fund. Oaktree Capital Management, L.P. ("OCM") is one of the two investment managers of the Main Fund. Voting and investment power with respect to securities owned by the Main Fund is exercised by a four-person committee, including two representatives of OCM (any two of Messrs. Stephen A. Kaplan, Michael P. Harmon, Bruce A. Karsh and Howard S. Marks). Oaktree Holdings, Inc. is the general partner of OCM. Oaktree Capital Group, LLC is the sole shareholder of Oaktree Holdings, Inc. Oaktree Capital Group Holdings, L.P. controls Oaktree Capital Group, LLC. Oaktree Capital Group Holdings GP, LLC is the general partner of Oaktree Capital Group Holdings, L.P. Oaktree Capital Group Holdings GP, LLC is managed by Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer and Kevin L. Clayton. By virtue of the ownership structure described herein, each of Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group, LLC, Oaktree Holdings, Inc., OCM, Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton and Michael P. Harmon may be deemed to have beneficial ownership of the shares owned by the OCM/GFI Funds. Each of the foregoing persons expressly disclaims beneficial ownership of the shares held by the OCM/GFI Funds, except to the extent of their respective pecuniary interests therein. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC, of which the Cayman Fund is a managing member, on December 14, 2010. As a result of the distribution, the Cayman Fund became the record owner of 1,226,637 shares of the issuer. In prior reports, the Cayman Fund reported indirect beneficial ownership of all of the shares of the issuer owned by GT Solar Holdings, LLC. These shares are owned directly by the Cayman Fund. OCM is one of the two investment managers of the Cayman Fund. Voting and investment power with respect to securities owned by the Cayman Fund is exercised by a four-person committee, including two representatives of OCM (any two of Messrs. Stephen A. Kaplan, Michael P. Harmon, Bruce A. Karsh and Howard S. Marks). This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by Oaktree Capital Management, L.P. ("OCM"). An accompanying filing is filed, on the date hereof, by Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group, LLC, Oaktree Holdings, LLC, OCM Holdings I, LLC, Oaktree Capital I, L.P., Oaktree Fund GP I, L.P., OCM Power Opportunities Fund II GP (Cayman) Ltd., OCM Power Opportunities Fund II GP, L.P. and Oaktree Holdings, Inc. Both filings relate to the same transactions described above. OAKTREE CAPITAL MANAGEMENT, L.P. By:/s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By: /s/ Martin Boskovich Name: Martin Boskovich Title: VP, Legal 2010-12-15 -----END PRIVACY-ENHANCED MESSAGE-----