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SEC FORM 3 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*
ATI Investment Parent, LLC
(Last) (First) (Middle)
3901 MIDWAY PLACE NE
(Street)
ALBUQUERQUE NM 87109
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2020 		3. Issuer Name and Ticker or Trading Symbol
Array Technologies, Inc. [ ARRY ]
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)
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, par value $0.001 per share 119,994,467 D(1)(2)(3)(4)(5)
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*
ATI Investment Parent, LLC
(Last) (First) (Middle)
3901 MIDWAY PLACE NE
(Street)
ALBUQUERQUE NM 87109
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.
(Last) (First) (Middle)
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
(Street)
TORONTO A6 M5J 2T3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Power Opportunities Fund IV, L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Power Opportunities Fund IV (Parallel), L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree ATI Investors, L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
Atlas OCM 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)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings, L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 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").
2. 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.
3. (continued from footnote 2) 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.
4. 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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.
5. The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
Remarks:
Exhibit 24: Power of Attorney Exhibit 99.1 Signatures
/s/ Charlotte MacVane, as Attorney-in-Fact for ATI Investment Parent, LLC 10/14/2020
See Signatures Included in Exhibit 99.1 10/14/2020
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Charlotte MacVane and Nipul Patel, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

      (i)   execute for and on behalf of the undersigned, in the undersigned's
            capacity as a director, director nominee, officer or beneficial
            owner of shares of common stock (the "Shares") of Array
            Technologies, Inc., a Delaware corporation (the "Company"), any
            Schedule 13D or Schedule 13G, and any amendments, supplements or
            exhibits thereto (including any joint filing agreements) required to
            be filed by the undersigned under Section 13 of the Securities
            Exchange Act of 1934, as amended, and the rules and regulations
            promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and
            5 and any amendments, supplements or exhibits thereto required to be
            filed by the undersigned under Section 16(a) of the Exchange Act;

     (ii)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such
            forms with the United States Securities and Exchange Commission and
            any stock exchange on which the Shares are then listed; and

     (iii)  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorneys-in-fact, may be
            of benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorneys-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such terms
            and conditions as such attorneys-in-fact may approve in such
            attorneys-in-fact's discretion.

      The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                 *  *  *  *  *


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of October, 2020.

                                 /s/ Jason Lee
                                 ----------------------
                                 Name: Jason Lee
                                 Title: Vice President and Assistant Secretary



This Statement on Form 3 is filed jointly by the Reporting Persons listed below.
The principal business address of each of these Reporting Persons is 333 South
Grand Avenue, 28th Fl., Los Angeles, CA 90071.

Name of Designated Filer: ATI Investment Parent, LLC

Date of Event Requiring Statement: October 14, 2020

Issuer Name and Ticker or Trading Symbol: ARRY


                            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