Edgar Filing: GT Solar International, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Oaktree Capital Group Holdings GP, LLC

2. Issuer Name and Ticker or Trading Symbol
GT Solar International, Inc. [SOLR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2010

(Street)

LOS ANGELES, CA 90071

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								76,788,149	I	By GT Solar Holdings, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

⁽⁴⁾

08/11/2010

20,254 ⁽⁴⁾

⁽⁵⁾

Common stock, par value $0.01 per share

20,254

$ 0

20,254

By OCM FIE, L.P. ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
Oaktree Capital Group Holdings, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X
OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071	X	X

Signatures

Oaktree Capital Group Holdings GP, LLC By:/s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By: /s/ Martin Boskovich Name: Martin Boskovich Title: VP, Legal		08/13/2010
^**Signature of Reporting Person		Date
Oaktree Capital Group Holdings, L.P. By:/s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By:/s/ Martin Boskovich Name: Martin Boskovich Title: V.P. and Assistant Secretary		08/13/2010
^**Signature of Reporting Person		Date
Oaktree Capital Group, LLC By:/s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By:/s/ Martin Boskovich Name: Martin Boskovich Title: V.P. and Assistant Secretary		08/13/2010
^**Signature of Reporting Person		Date
OAKTREE HOLDINGS, LLC By: Oaktree Capital Group, LLC Its: Managing Member By: /s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By: /s/ Martin Boskovich Name: Martin Boskovich Title: V.P. and Assistant Secretary		08/13/2010
^**Signature of Reporting Person		Date
OCM HOLDINGS I, LLC By: /s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By: /s/ Martin Boskovich Name: Martin Boskovich Title: Vice President and Assistant Secretary		08/13/2010
^**Signature of Reporting Person		Date
OAKTREE CAPITAL I, L.P. By: OCM Holdings I, LLC Its: General Partner By: /s/ Richard Ting Name: Richard Ting Title: Managing Director and Associate General Counsel By: /s/ Martin Boskovich Name: Martin Boskovich Title: V.P. and Assistant Secretary		08/13/2010
^**Signature of Reporting Person		Date
OAKTREE FUND GP I, L.P. By: /s/ Richard Ting Name: Richard Ting Title: Authorized Signatory By: /s/ Martin Boskovich Name: Martin Boskovich Title: Authorized Signatory		08/13/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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).
(2)	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.
(3)	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 and Kevin L. Clayton 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.
(4)	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.
(5)	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.
(6)	OCM FIE is the direct beneficial holder of the restricted stock units reported in Table II. 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.
(7)	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, 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.
Remarks: The 20,254 restricted stock units were granted to OCM FIE, L.P. as part of a grant of restricted stock units to directors of GT Solar International, Inc. The director restricted stock units that would have otherwise been granted to J. Bradford Forth and R. Chad Van Sweden for their board service were instead awarded to OCM FIE. 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 may be deemed a director by deputization as a result of J. Bradford Forth, a managing director of Oaktree Capital Management, L.P., and Chad Van Sweden, a vice president of Oaktree Capital Management, L.P., serving on the board of directors of GT Solar International, Inc.

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