SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Oaktree Capital Group Holdings GP, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2008	3. Issuer Name and Ticker or Trading Symbol GT Solar International, Inc. [ SOLR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/23/2008
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	141,738,149	I	By GT Solar Holdings, LLC(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Oaktree Capital Group Holdings GP, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Capital Group Holdings, L.P. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Capital Group, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* OAKTREE HOLDINGS, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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 HOLDINGS I, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Capital I, L.P. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* OAKTREE FUND GP I, L.P. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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 Power Opportunities Fund II GP, L.P. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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 Power Opportunities Fund II GP (Cayman) Ltd. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Holdings, Inc. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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. OCM/GFI Power Opportunities Fund II, L.P. ("Main Fund") and OCM/GFI Power Opportunities Fund II (Cayman), L.P. ("Cayman Fund" and together with Main Fund, "OCM/GFI Funds") are together the managing member of GT Solar Holdings, LLC. Oaktree Capital Management, L.P. ("OCM") is one of 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 which includes two representatives of OCM (Messrs. Stephen A. Kaplan and Michael P. Harmon).

2. OCM Power Opportunities Fund II GP, L.P. is the general partner of the Main Fund and the director of OCM Power Opportunities Fund II GP (Cayman) Ltd. OCM Power Opportunities Fund II GP (Cayman) Ltd. is the general partner of the Cayman Fund. Oaktree Fund GP I, L.P. is the general partner of OCM Power Opportunities Fund II GP, L.P. Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P. OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P. Oaktree Holdings, LLC is the managing member of OCM Holdings I, LLC. Oaktree Holdings, Inc. is the general partner of OCM.

3. Oaktree Capital Group, LLC is the managing member of Oaktree Holdings, LLC and 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, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton.

4. 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, 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., Oaktree Holdings, Inc., OCM, Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton and Michael P. Harmon (collectively, the "Oaktree Group") may be deemed to have beneficial ownership of the shares owned by GT Solar Holdings, LLC. The Oaktree Group expressly disclaims beneficial ownership of the shares held by GT Solar Holdings, LLC, except to the extent of their respective pecuniary interests therein.

Remarks:

This amendment is being filed to include Oaktree Capital Management, L.P. and Oaktree Holdings, Inc. as reporting persons. This Form 3/A is being filed in two parts due to the large number of reporting persons. This filing is filed 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. An accompanying filing is filed, on the date hereof, by Oaktree Capital Management, L.P. Both filings relate to the same holdings described above.

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC, By: /s/ Todd Molz Name: Todd Molz Title: Managing Director, General Counsel, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President, Legal	02/12/2009
	OAKTREE CAPITAL GROUP HOLDINGS, L.P., By: Oaktree Capital Group Holdings GP, LLC, Its: General Partner, By: /s/ Todd Molz Name: Todd Molz Title: Managing Director, General Counsel, By: /s/ Martin Boskovich Name: Martin Boskovich Title: V.P., Legal	02/12/2009
	OAKTREE CAPITAL GROUP, LLC, By: /s/ Todd Molz Name: Todd Molz Title: Senior Vice President and Secretary, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary	02/12/2009
	OAKTREE HOLDINGS, LLC, By: Oaktree Capital Group, LLC, Its: Managing Member, By: /s/ Todd Molz Name: Todd Molz Title: Senior Vice President and Secretary, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary	02/12/2009
	OCM HOLDINGS I, LLC, By: /s/ Todd Molz Name: Todd Molz Title: Vice President and Secretary, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary	02/12/2009
	OAKTREE CAPITAL I, L.P., By: OCM Holdings I, LLC, Its: General Partner, By: /s/ Todd Molz Name: Todd Molz Title: Vice President and Secretary, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary	02/12/2009
	OAKTREE FUND GP I, L.P., By: /s/ Todd Molz Name: Todd Molz Title: Authorized Signatory, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Authorized Signatory	02/12/2009
	OCM POWER OPPORTUNITIES FUND II GP, L.P., By: Oaktree Fund GP I, L.P., Its: General Partner, By: /s/ Todd Molz Name: Todd Molz Title: Authorized Signatory, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Authorized Signatory	02/12/2009
	OCM POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD., By: OCM Power Opportunities Fund II GP, L.P., Its: Director, By: Oaktree Fund GP I, L.P., Its: General Partner, By: /s/ Todd Molz Title: Auth. Signatory, By: /s/ Martin Boskovich Title: Auth. Signatory	02/12/2009
	OAKTREE HOLDINGS, INC., By: /s/ Todd Molz Name: Todd Molz Title: Vice President and Secretary, By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary	02/12/2009
	** Signature of Reporting Person	Date
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