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
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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*
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)
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)
12/13/2010
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 12/13/2010 12/13/2010 S 54,400 D $9.1882(1) 17,583,749 I By GT Solar Holdings, LLC(2)(3)
Common Stock 12/14/2010 12/14/2010 S 945,600 D $8.9254(4) 16,638,149 I By GT Solar Holdings, LLC(2)(3)
Common Stock 12/14/2010 12/14/2010 J(5) 5,587,364 D $0 0 I By GT Solar Holdings, LLC(2)(3)
Common Stock 9,824,148(6) I By OCM/GFI Power Opportunities Fund II, L.P.(7)(8)(9)
Common Stock 1,226,637(10) I By OCM/GFI Power Opportunities Fund II (Cayman), L.P.(8)(9)(11)
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*
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)
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*
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)
Explanation of Responses:
1. This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $9.15 to $9.245. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
2. These shares were owned directly by GT Solar Holdings, LLC. OCM/GFI Power Opportunities Fund II, L.P. (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 ("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.
4. This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $8.75 to $9.06. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
5. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC to its members on December 14, 2010. In the distribution, 5,587,364 shares were distributed to the non-managing members of GT Solar Holdings, LLC.
6. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC, of which the Main Fund is a managing member, on December 14, 2010. As a result of the distribution, the Main Fund became the record owner of 9,824,148 shares of the issuer. In prior reports, the Main Fund reported indirect beneficial ownership of all of the shares of the issuer owned by GT Solar Holdings, LLC.
7. These shares are owned directly by the Main Fund. G3W Ventures LLC ("G3W") is one of the two investment managers of each of the Main Fund. Voting and investment power with respect to securities owned by the Main Fund 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).
8. 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. G3W is managed by Lawrence D. Gilson, Richard K. Landers and Ian A. Schapiro.
9. By virtue of the ownership structure described above, each of 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 the OCM/GFI Funds. The GFI Group expressly disclaims beneficial ownership of the shares held by the OCM/GFI Funds, except to the extent of their respective pecuniary interests therein.
10. Reflects a pro rata distribution of shares of common stock of the issuer by GT Solar Holdings, LLC, of which the Cayman Fund is a managing member, on December 14, 2010. As a result of the distribution, the Cayman Fund became the record owner of 1,226,637 shares of the issuer. In prior reports, the Cayman Fund reported indirect beneficial ownership of all of the shares of the issuer owned by GT Solar Holdings, LLC.
11. These shares are owned directly by the Cayman Fund. G3W is one of the two investment managers of each of the Cayman Fund. Voting and investment power with respect to securities owned by the Cayman Fund 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).
G3W VENTURES LLC By: /s/ Ian Shapiro Name: Ian Schapiro Title: Partner 12/15/2010
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 12/15/2010
By: G3W Ventures LLC Its: Managing Mbr. By:/s/ Ian Schapiro Name: Ian Schapiro Title: Partner 12/15/2010
OCM/GFI POWER OPPORTUNITIES FUND II, L.P. By: GFI Power Opportunities Fund II GP, LLC Its: G.P. By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Shapiro Name: Ian Schapiro Title: Partner 12/15/2010
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 I Its: Managing Member By: /s/ Ian Shapiro 12/15/2010
GFI POWER OPPORTUNITIES FUND II GP, LLC By: G3W Ventures LLC Its: Managing Member By: /s/ Ian Shapiro Name: Ian Schapiro Title: Partner 12/15/2010
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 Shapiro Name: Ian Schapiro Title: Partner 12/15/2010
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 Shapiro Name: Ian Schapiro Title: Partner 12/15/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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