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* GT SOLAR HOLDINGS, LLC (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GT Solar International, Inc. [ SOLR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/15/2010
	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	09/15/2010	09/15/2010	S		11,000,000(1)	D	$7.39(1)	65,788,149	I	By GT Solar Holdings, LLC(2)(3)
Common Stock	09/15/2010	09/15/2010	S		14,000,000(1)	D	$6.9084(1)	51,788,149	I	By GT Solar Holdings, LLC(2)(3)
Common Stock								9,231	D

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* GT SOLAR HOLDINGS, LLC (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCM/GFI POWER OPPORTUNITIES FUND II LP (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCM/GFI POWER OPPORTUNITIES FUND II CAYMAN LP (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GFI POWER OPPORTUNITIES FUND II GP, LLC (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GFI POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD. (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* G3W VENTURES LLC (Last) (First) (Middle) C/O G3W VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On September 15, 2010, GT Solar Holdings, LLC completed a sale of 11,000,000 shares of the Company's common stock at a public offering price of $7.39 per share. On September 15, 2010, GT Solar Holdings, LLC completed a concurrent sale of 14,000,000 shares of the Company's common stock to UBS Securities LLC at a price of $6.90841 per share.

2. These shares are owned directly by GT Solar Holdings, LLC. OCM/GFI Power Opportunities Fund II, L.P., or 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. G3W Ventures LLC, or "G3W," 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, composed of two representatives of G3W (any of Messrs. Lawrence D. Gilson, Richard K. Landers, and Ian A. Schapiro).

3. GFI Power Opportunities Fund II, GP, LLC is the general partner of the Main Fund. GFI Power Opportunities Fund II GP (Cayman) Ltd. is the general partner of the Cayman Fund. G3W is the managing member of GFI Power Opportunities Fund II GP, LLC. By virtue of the ownership structure described above, each of the OCM/GFI Funds, G3W, GFI Power Opportunities Fund II GP, LLC, GFI Power Opportunities Fund II GP (Cayman) Ltd., Lawrence D. Gilson, Richard K. Landers and Ian A. Schapiro (collectively, the "GFI Group") may be deemed to have beneficial ownership of the shares owned by GT Solar Holdings, LLC. The GFI Group expressly disclaims beneficial ownership of the shares held by GT Solar Holdings, LLC, except to the extent of their respective pecuniary interests therein.

	GT SOLAR HOLDINGS, LLC By: OCM/GFI Power Opportunities Fund II, L.P. Its: Managing Member By: GFI Power Opportunities Fund II GP, LLC Its: General Partner By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Schapiro Title: Partner	09/16/2010
	By: OCM/GFI Power Opportunities Fund II (Cayman), L.P. Its: Managing Mbr. By: GFI Power Opportunities Fund II GP (Cayman) Ltd. Its: G.P. By: GFI Power Opportunities Fund II GP, LLC Its: Dir. By: G3W Ventures LLC Its: Managing Mbr. By: /s/ Ian Schapiro	09/16/2010
	OCM/GFI POWER OPPORTUNITIES FUND II, L.P. By: GFI Power Opportunities Fund II GP, LLC Its: General Partner By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Schapiro Name: Ian Schapiro Title: Partner	09/16/2010
	OCM/GFI POWER OPPORTUNITIES FUND II (CAYMAN), L.P. By: GFI Power Opportunities Fund II GP (Cayman) Ltd. Its: G.P. By: GFI Power Opportunities Fund II GP, LLC Its: Director By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Schapiro Title: Partner	09/16/2010
	GFI POWER OPPORTUNITIES FUND II GP, LLC By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Schapiro Name: Ian Schapiro Title: Partner	09/16/2010
	GFI POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD. By: GFI Power Opportunities Fund II GP, LLC, Its: Director By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Schapiro Name: Ian Schapiro Title: Partner	09/16/2010
	G3W VENTURES LLC By: /s/ Ian Schapiro Name: Ian Schapiro Title: Partner	09/16/2010
	** Signature of Reporting Person	Date
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