0000899243-20-028604.txt : 20201019 0000899243-20-028604.hdr.sgml : 20201019 20201019161514 ACCESSION NUMBER: 0000899243-20-028604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201019 FILED AS OF DATE: 20201019 DATE AS OF CHANGE: 20201019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATI Investment Parent, LLC CENTRAL INDEX KEY: 0001827785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246338 BUSINESS ADDRESS: STREET 1: C/O ARRAY TECHNOLOGIES, INC. STREET 2: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: (505) 881-7567 MAIL ADDRESS: STREET 1: C/O ARRAY TECHNOLOGIES, INC. STREET 2: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246339 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Power Opportunities Fund IV, L.P. CENTRAL INDEX KEY: 0001622599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246340 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Power Opportunities Fund IV (Parallel), L.P. CENTRAL INDEX KEY: 0001701705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246341 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree ATI Investors, L.P. CENTRAL INDEX KEY: 0001676821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246342 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246343 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246344 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246345 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings, L.P. CENTRAL INDEX KEY: 0001403527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201246346 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Array Technologies, Inc. CENTRAL INDEX KEY: 0001820721 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 832747826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: (505) 881-7567 MAIL ADDRESS: STREET 1: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 FORMER COMPANY: FORMER CONFORMED NAME: ATI Intermediate Holdings, LLC DATE OF NAME CHANGE: 20200810 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-19 0 0001820721 Array Technologies, Inc. ARRY 0001827785 ATI Investment Parent, LLC 3901 MIDWAY PLACE NE ALBUQUERQUE NM 87109 0 0 1 0 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001622599 Oaktree Power Opportunities Fund IV, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001701705 Oaktree Power Opportunities Fund IV (Parallel), L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001676821 Oaktree ATI Investors, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001790787 Atlas OCM Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.001 per share 2020-10-19 4 S 0 47625000 22.00 D 72369467 D Represents common stock disposed of in connection with the initial public offering of Array Technologies, Inc.'s common stock, which closed on October 19, 2020. These shares of common stock were disposed at the public offering price of $22.00 per share. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Oaktree Power Opportunities Fund IV, L.P. (the "Main Fund"); (ii) Oaktree Power Opportunities Fund IV (Parallel), L.P. (the "Parallel Fund"); (iii) Oaktree ATI Investors, L.P. (the "Co-Invest Fund"); (iv) Oaktree Capital Management, L.P. ("OCM"); (v) Oaktree Capital Group, LLC ("OCG"); (vi) Atlas OCM Holdings LLC ("Atlas OCM"); (vii) Brookfield Asset Management, Inc. ("Brookfield"); and (viii) Oaktree Capital Group Holdings, L.P. ("OCGH LP"). The Main Fund, the Parallel Fund and the Co-Invest Fund are together the controlling member of ATI Investment Parent, LLC ("Parent"). We refer to the Main Fund, the Parallel Fund and the Co-Invest Fund, collectively, as the "Oaktree Funds." OCM is the investment manager of each of the Oaktree Funds. As a result, each of the Oaktree Funds and OCM may be deemed to have beneficial ownership of the shares owned by Parent. OCM's asset management business is indirectly controlled by OCG and Atlas OCM. As of March 31, 2020, approximately 61.8% of OCM's business is indirectly owned by Brookfield and the remaining approximately 38.2% is owned by current and former OCM executives and employees. Brookfield's ownership interest in OCM's business is held through OCG, Atlas OCM and other holding entities. (continued from footnote 3) The current and former OCM executives and employees hold their interests through a separate entity, OCGH LP. The board of directors of OCG and of Atlas OCM is currently comprised of: (i) five Oaktree senior executives, Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B Frank, and Sheldon M. Stone; (ii) three independent directors, Stephen J. Gilbert, D. Richard Masson, and Marna C. Whittington; and (iii) two Brookfield senior executives, Justin B. Beber and J. Bruce Flatt. 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. The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit 99.1 Signatures. /s/ Charlotte MacVane, as Attorney-in-Fact for ATI Investment Parent, LLC 2020-10-19 See Signatures Included in Exhibit 99.1 2020-10-19 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

Oaktree Power Opportunities Fund IV, L.P.

By:    Oaktree Power Opportunities Fund IV GP, L.P.
Its:   General Partner

By:    Oaktree Fund GP, LLC
Its:   General Partner

By:    Oaktree Fund GP I, L.P.
Its:   Managing Member

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Authorized Signatory


Oaktree Power Opportunities Fund IV (Parallel), L.P.

By:    Oaktree Power Opportunities Fund IV GP, L.P.
Its:   General Partner

By:    Oaktree Fund GP, LLC
Its:   General Partner

By:    Oaktree Fund GP I, L.P.
Its:   Managing Member

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Authorized Signatory


Oaktree ATI Investors, L.P.

By:    Oaktree Power Opportunities Fund IV GP, L.P.
Its:   General Partner

By:    Oaktree Fund GP, LLC
Its:   General Partner

By:    Oaktree Fund GP I, L.P.
Its:   Managing Member

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Authorized Signatory


Oaktree Capital Management, L.P.

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Vice President


Oaktree Capital Group, LLC

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Vice President


Atlas OCM Holdings, LLC

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Vice President


Brookfield Asset Management Inc.

By:    /s/ Jessica Diab
       -------------------------------------------
Name:  Jessica Diab
Title: Vice President - Legal & Regulatory


Oaktree Capital Group Holdings, L.P.

By:    Oaktree Capital Group Holding GP, LLC
Its:   General Partner

By:    /s/ Henry Orren
       -------------------------------------------
Name:  Henry Orren
Title: Vice President