SEC Form 4 · accession 0000899243-17-004120
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard S Marks
Officer — Co-Chairman · Director
Period of report
Feb 10, 2017
Accepted (ET)
Feb 14, 2017 · 9:08 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 | Feb 10, 2016 | M | 140,000 | — | A | 241,826 | D | |
| Class A Units | Feb 13, 2017 | G | 100,000 | $0.00 | D | 141,826 | D | |
| Class A Units | Feb 13, 2017 | G | 40,000 | $0.00 | D | 101,826 | D | |
| 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 | — | Feb 10, 2017 | M | 140,000 | D | — | — | Class A Units | 140,000 | 17,058,600 | D |
Explanation of responses
- F1In furtherance of a charitable contribution, the Reporting Person exchanged 140,000 limited partnership units ("OCGH Uunits") of Oaktree Capital Group Holdings, L.P. ("OCGH") for 140,000 Class A Units ("Class A Units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 4 and 5 below.
- F2OCGH holds 13,000 Class A 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 Bruce Karsh, the Issuer's Co-Chairman and Chief Investment Officer, 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 reported herein as indirectly held, and the Reporting Person disclaims ownership of such securities, except to the extent of the Reporting Person's pecuniary interest herein.
- F4Each OCGH Unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restriction, 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 considerations 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 adjustment 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 interest 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.