SEC Form 4 · accession 0000899243-17-011199
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay S Wintrob
Officer — Chief Executive Officer · Director
Period of report
Apr 26, 2017
Accepted (ET)
Apr 28, 2017 · 4:16 pm EDT
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,F1 | — | Apr 26, 2017 | A | 225,000 | A | — | — | Class A Units | 225,000 | 225,000 | D |
| OCGH Equity Value UnitsF3,F4 | — | holding | — | — | — | — | — | Class A Units | 2,000,000 | 2,000,000 | D |
Explanation of responses
- F1Each OCGH unit represents a limited partnership interest in Oaktree Capital Group Holdings, L.P. ("OCGH"). Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by the Issuer's board of directors, Mr. Wintrob has the right to exchange his vested OCGH units into, 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.
- F2On April 26, 2017, the Issuer granted 225,000 OCGH Units (the "Granted OCGH Units") to Mr. Wintrob under the Issuer's 2011 Equity Incentive Plan, which will generally vest in equal annual installments over ten years with the first vesting date occurring on February 15, 2018.
- F3On April 26, 2017, in connection with the grant of the Granted OCGH Units, the Issuer and Mr. Wintrob entered into a second amended and restated grant agreement under Oaktree's 2011 Equity Incentive Plan, which amended Mr. Wintrob's existing award of equity value units ("EVUs") in OCGH. The amended agreement reduces the value received under the EVUs by (i) distributions on the Granted OCGH Units, (ii) the value of the portion of Mr. Wintrob's profit sharing payments attributable to the net incentive income received from certain funds that had their final close before Mr. Wintrob joined the Issuer and (iii) the full value of the Granted OCGH Units, calculated assuming the value per OCGH unit is the average daily closing price of a Class A unit of the Issuer over the 20 trading day period preceding the grant date of the Granted OCGH Units.
- F4(continued from Footnote 3) To the extent that the reduction relates to the value of any Granted OCGH Units that are unvested at the time of the reduction, such Granted OCGH Units will vest at that time. Please see the Form 4 filed by Mr. Wintrob with the Securities and Exchange Commission on February 26, 2015 with respect to his award of EVUs for additional information regarding the EVUs.