Edgar Filing: OCM/GFI POWER OPPORTUNITIES FUND II CAYMAN LP

Ownership Submission

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, 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 ^*

Â GT SOLAR HOLDINGS, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2008

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

(Last)

(First)

(Middle)

GFI ENERGY VENTURES LLC,Â 11611 SAN VICENTE BOULEVARD, SUITE 710

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 Original Filed(Month/Day/Year)
07/23/2008

(Street)

LOS ANGELES,Â CAÂ 90049

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 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	141,738,149 ⁽³⁾	I	By GT Solar Holdings, LLC F1 ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GT SOLAR HOLDINGS, LLC GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â
OCM/GFI POWER OPPORTUNITIES FUND II LP GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â
OCM/GFI POWER OPPORTUNITIES FUND II CAYMAN LP GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â
GFI POWER OPPORTUNITIES FUND II GP, LLC GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â
GFI POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD. GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â
GFI Energy Ventures, LLC GFI ENERGY VENTURES LLC 11611 SAN VICENTE BOULEVARD, SUITE 710 LOS ANGELES,Â CAÂ 90049	Â	Â X	Â	Â

Signatures

/s/ Peter P. Massumi By power of attorney		07/24/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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. GFI Energy Ventures LLC, or "GFI," 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 GFI (any of Messrs. Lawrence D. Gilson, Richard K. Landers, Ian A. Schapiro and Andrew G. Osler).
(2)	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. GFI 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, GFI, GFI Power Opportunities Fund II, GP, LLC, GFI Power Opportunities Fund II GP (Cayman) Ltd., Lawrence D. Gilson, Richard K. Landers, Ian A. Schapiro and Andrew G. Osler (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.
(3)	This amended Form 3 is being filed to correct the number of shares as reported in the reporting person's original Form 3.

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