X0303 4 2010-09-15 0 0001394954 GT Solar International, Inc. SOLR 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 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 1 0 1 0 0001407181 OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407178 OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403530 Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001402746 OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001440020 OCM Power Opportunities Fund II GP, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001440179 OCM Power Opportunities Fund II GP (Cayman) Ltd. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403382 Oaktree Holdings, Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock 2010-09-15 2010-09-15 4 S 0 11000000 7.39 D 65788149 I By GT Solar Holdings, LLC Common Stock 2010-09-15 2010-09-15 4 S 0 14000000 6.9084 D 51788149 I By GT Solar Holdings, LLC Restricted Stock Unit Common Stock, $0.01 par value 10772 10772 I By Oaktree Capital Management, L.P. Restricted Stock Unit Common Stock, $0.01 par value 20254 20254 I By OCM FIE, L.P. 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. 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. Oaktree Capital Management, L.P. ("OCM") 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, including two representatives of OCM (any two of Messrs. Stephen A. Kaplan, Michael P. Harmon, Bruce A. Karsh and Howard S. Marks). Oaktree Holdings, Inc. is the general partner of OCM. Oaktree Capital Group, LLC is 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, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, and Kevin L. Clayton. 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, Inc., OCM, Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton and Michael P. Harmon may be deemed to have beneficial ownership of the shares owned by GT Solar Holdings, LLC. Each of the foregoing persons expressly disclaims beneficial ownership of the shares held by GT Solar Holdings, LLC, except to the extent of their respective pecuniary interests therein. Represents 10,772 restricted stock units. Each restricted stock unit represents the right to receive one share of common stock upon vesting. Vesting of the restricted stock units is subject to the continued service of R. Chad Van Sweden as a director of GT Solar International, Inc. The restricted stock units vest on February 9, 2011. Shares of common stock will be delivered to the reporting person on vesting. These securities are directly owned by OCM. By virtue of the ownership structure described above, each of Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group, LLC, Oaktree Holdings, Inc., Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer, Kevin L. Clayton and Michael P. Harmon may be deemed to have beneficial ownership of the shares owned by OCM. Each of the foregoing persons expressly disclaims beneficial ownership of the shares held by OCM, except to the extent of their respective pecuniary interests therein. Represents 20,254 restricted stock units. Each restricted stock unit represents the right to receive one share of common stock upon vesting. Vesting of half of the restricted stock units is subject to the continued service of J. Bradford Forth as a director of GT Solar International, Inc., and vesting of the other half is subject to the continued service of R. Chad Van Sweden as a director of GT Solar International, Inc. The restricted stock units vest on the earlier of (i) the day preceding the next annual meeting of GT Solar International, Inc. and (ii) August 11, 2011. Shares of common stock will be delivered to OCM FIE, L.P. ("OCM FIE") on vesting. These securities are directly owned by OCM FIE. Oaktree Fund GP, LLC is the general partner of OCM FIE. Oaktree Fund GP I, L.P. is the managing member of Oaktree Fund GP, LLC. 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 Capital Group, LLC is the managing member of Oaktree Holdings, LLC. 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. By virtue of this ownership structure as well as the ownership structure described above, each of 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., Oaktree Fund GP, LLC, Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David Kirchheimer and Kevin L. Clayton may be deemed to have beneficial ownership of the restricted stock units owned by OCM FIE. Each of the foregoing persons expressly disclaims beneficial ownership of the restricted stock units held by OCM FIE, except to the extent of their respective pecuniary interests therein. This Form 4 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. ("OCM"). Both filings relate to the same transactions described above. OCM, Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P. and Oaktree Capital Group Holdings GP, LLC each may be deemed a director by deputization as a result of J. Bradford Forth, a managing director of OCM, and Chad Van Sweden, a vice president of OCM, serving on the board of directors of GT Solar International, Inc. 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 2010-09-16 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 2010-09-16 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 2010-09-16 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 2010-09-16 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 2010-09-16 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 2010-09-16 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 2010-09-16 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 2010-09-16 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: Martin Boskovich Title: Auth. Signatory 2010-09-16 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 2010-09-16