BROOKFIELD Corp /ON/ — Director's Dealing 2022

Sep 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TPI COMPOSITES, INC (TPIC)
CIK: 0001455684
Period of Report: 2022-08-31

Reporting Person: Opps TPIC Holdings, LLC (10% Owner)
Reporting Person: Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. (10% Owner)
Reporting Person: Oaktree Fund GP, LLC (10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (10% Owner)
Reporting Person: Oaktree Capital I, L.P. (10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (10% Owner)
Reporting Person: Oaktree Capital Group, LLC (10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)
Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-31	Common Stock	X	2835000	$0.01	Acquired	2835000	Indirect
2022-08-31	Common Stock	S	1526	$18.59	Disposed	2833474	Indirect
2022-08-31	Common Stock	X	1750000	$0.01	Acquired	1750000	Indirect
2022-08-31	Common Stock	S	942	$18.59	Disposed	1749058	Indirect
2022-08-31	Common Stock	X	81667	$0.01	Acquired	81667	Indirect
2022-08-31	Common Stock	S	44	$18.59	Disposed	81623	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-31	Warrants (right to buy)	$0.01	X	2835000	Disposed	2026-11-22	Common Stock (2835000)	Direct
2022-08-31	Warrants (right to buy)	$0.01	X	1750000	Disposed	2026-11-22	Common Stock (1750000)	Direct
2022-08-31	Warrants (right to buy)	$0.01	X	81667	Disposed	2026-11-22	Common Stock (81667)	Direct

Footnotes

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.