SEC Form 4 · accession 0000899243-15-008471
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce A Karsh
Officer — See Remarks · Director
Period of report
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 9:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403528
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A UnitsF1,F4,F5 | Nov 16, 2015 | M | 100,000 | — | A | 101,826 | D | |
| Class B UnitsF2,F3 | Nov 16, 2015 | D | 12,998,725 | $0.00 | D | 92,292,013 | I | See footnotes |
| Class A UnitsF2,F3 | holding | — | — | — | 13,000 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OCGH UnitsF1,F4,F5 | — | Nov 16, 2015 | M | 42,753 | D | — | — | Class A Units | 100,000 | 17,765,767 | D |
Explanation of responses
- F1In connection with a mandatory exchange ("Mandatory Exchange") of limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH"), at the direction of the Issuer's board of directors, the Reporting Person exchanged 42,753 OCGH units for 100,000 Class A units ("Class A units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 4 and 5 below. In connection with the Mandatory Exchange, 12,998,725 of the Issuer's Class B units ("Class B units") were cancelled by the Issuer.
- F2OCGH holds 13,000 Class A units and 92,292,013 Class B units. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH units held by all of the members of the executive committee as a group, the Reporting Person and Howard Marks, the Issuer's Co-Chairman, may be deemed to be beneficial owners of the securities held by OCGH.
- F3Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the Class A units or Class B units reported herein as indirectly held, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. Since March 11, 2015 and without giving effect to the Class B units cancelled in connection with the Mandatory Exchange, the number of Class B units held by OCGH has decreased by 19,683,which reflects the net effect of the issuance and cancellation of Class B units by the Issuer in connection with the issuance or the redemption and cancellation, respectively, of OCGH units.
- F4Each OCGH unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by the Issuer's board of directors, each holder of OCGH units may exchange, or may be required to exchange, if approved by the Issuer's board of directors, his or her OCGH units for, at the option of the Issuer's board of directors, Class A units on a one-for-one basis, an equivalent amount of cash based on then-prevailing market prices, other consideration of equal value or any combination of the foregoing, with adjustments, as applicable, to account for the disproportionate sharing among certain OCGH unitholders of the historical incentive income of certain of the Issuer's closed-end funds that held their final closing before the Issuer's May 2007 restructuring. (Continued in footnote 5)
- F5The adjustments will be made pursuant to the OCGH limited partnership agreement to account for the fact that, as a result of the May 2007 restructuring, the interests of certain OCGH unitholders in historical incentive income are disproportionately larger or smaller than their pro rata interest in the Issuer's business, depending on when the unitholder's interest in the Issuer's business was acquired.
Remarks
Co-Chairman and Chief Investment Officer