SEC Form 5 · accession 0000899243-17-004128
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
Dec 31, 2016
Accepted (ET)
Feb 14, 2017 · 9:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403528
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OCGH UnitsF2,F3 | — | Nov 18, 2016 | G | 990,347 | D | — | — | Class A Units | 990,347 | 0 | I |
| OCGH UnitsF2,F3 | — | Nov 18, 2016 | G | 990,347 | A | — | — | Class A Units | 990,347 | 990,347 | I |
| OCGH UnitsF4,F2,F3 | — | holding | — | — | — | — | — | Class A Units | 16,775,420 | 16,775,420 | D |
Explanation of responses
- F1This Form 5 has been filed to report a transfer of 990,347 limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH") in the aggregate by a grantor retained annuity trust to certain trusts controlled by Mr. Karsh in his capacity as trustee (the "Karsh Trusts") in accordance with the terms of the grantor retained annuity trust. The OCGH units transferred by the grantor retained annuity trust had previously been reported as directly owned by Mr. Karsh. For the avoidance of doubt, following such transaction, there was no change in the aggregate number of OCGH units beneficially owned by Mr. Karsh.
- F2Each 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 has the right to exchange his or her vested 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 3)
- F3The 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.
- F4This balance represents the number of OCGH units held by Mr. Karsh and his related trusts (other than the Karsh Trusts) and personal planning vehicles as of the date of this filing. Mr. Karsh disclaims beneficial ownership of the OCGH units reported on this Form 5, except to the extent of his pecuniary interest therein.
Remarks
Co-Chairman and Chief Investment Officer