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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Infrastructure & Energy Alternatives, LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES, CA 90049 |
 |  X |  |  |
| OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| Oaktree Capital Group Holdings GP, LLC 3333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
 |  X |  |  |
| See Signatures included in Exhibit 99.1 | 04/05/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | In connection with the mergers (the "Mergers") as described in the definitive proxy statement of Infrastructure and Energy Alternatives, Inc. (the "Issuer") filed with the SEC on February 9, 2018, as supplemented, Infrastructure and Energy Alternatives, LLC ("Seller") acquired 10,428,500 shares of the Issuer's common stock (the "Common Stock"), which includes 212,500 shares of Common Stock subject to vesting (the "Unvested Shares"), as described in the Proxy Statement. Prior to vesting, the Unvested Shares will continue to be beneficially owned by such persons for all purposes, including voting. Unvested Shares that have not vested on or prior to March 26, 2028 will be forfeited. |
| (2) | Under the merger agreement governing the Mergers (the "Merger Agreement"), Seller will receive additional shares of the Issuer if certain targets are met with respect to the adjusted EBITDA of the Issuer as calculated pursuant to the terms of the Merger Agreement for the 2018 fiscal year and/or 2019 fiscal year ("EBITDA Earn-Out Shares"). Seller's right to receive up to an additional 9,000,000 shares of Common Stock (which are not included in the number of shares reflected in the table) pursuant to this earn-out right became fixed and irrevocable on March 26, 2018, the effective date of the Mergers. |
| (3) | Pursuant to the Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018 (the "Waiver Agreement"), by and among Seller, Oaktree Power Opportunities Fund III Delaware, L.P., the Issuer, and the other parties to the Merger Agreement, as described in the Proxy Statement, Seller also has the right to receive up to an additional 525,000 shares of Common Stock, with such amount of shares to be equal to 525,000 less the product of (x) the quotient of the aggregate number of EBITDA Earn-Out Shares issued to the Seller pursuant to the terms of the Merger Agreement divided by 9,000,000 and (y) 525,000. Seller's right to receive up to an additional 525,000 shares of Common Stock (which are not included in the number of shares reflected in the table) became fixed and irrevocable on March 26, 2018, the effective date of the Mergers. |
| (4) | The controlling equityholder of Seller is Oaktree Power Opportunities Fund III Delaware, L.P. The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. 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. The duly appointed manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC (collectively, the "Reporting Persons"). (cont'd in FN 5) |
| (5) | (cont'd in FN 4) 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 3 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. |
| (6) | Oaktree Capital Group Holdings GP, LLC is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank and Jay S. Wintrob (the "OCGH GP Members"). Each OCGH GP Member expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 3. |
| (7) | The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. |
| (8) | In connection the Mergers, Seller acquired 34,965 shares of the Issuer's Series A Preferred Stock (the "Preferred Stock"). Holders of Preferred Stock may elect to cause the Issuer to convert the Preferred Stock into Common Stock (x) at any time on or after March 26, 2021 or (y) at any time on or after an event of default until such event of default is cured by the Issuer. The conversion price will equal the volume-weighted average price per share of Common Stock for the 30 consecutive trading days ended on the trading day immediately prior to the date of conversion (multiplied by 90% if an event of default has occurred and has not been cured). Because the Preferred Stock is not yet convertible and because the conversion price thereunder has not been fixed, the Reporting Persons have no beneficial ownership of any shares of Common Stock that would be received upon such conversion. |