Statement of Changes in Beneficial Ownership (4)
December 30 2020 - 8:01AM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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OMB APPROVAL
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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OCM FIE, LLC |
2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc.
[
IEA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2020 |
(Street)
LOS ANGELES, CA 90071
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 12/23/2020 | | A | | 525000 (1)(2)(3) | A | $0 | 10838500 | I | By Infrastructure and Energy Alt., Inc. (4)(5)(6)(7)(8)(9)(10) |
Common Stock, par value $0.0001 per share | | | | | | | | 81433 | I | See footnotes (4)(5)(6)(7)(8)(9)(10)(11) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
OCM FIE, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 | X | X |
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OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 | X | X |
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Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3 | X | X |
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BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3 | X | X |
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Signatures
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See Signatures included in exhibit 99.1 | | 12/30/2020 |
**Signature of Reporting Person | Date |
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