SEC Form 4 · accession 0000899243-17-020770
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheldon M Stone
Officer — Principal · Director
Period of report
Aug 17, 2017
Accepted (ET)
Aug 21, 2017 · 6:10 pm EDT
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,F2,F3 | Aug 17, 2017 | M | 375,000 | — | A | 476,009 | I | By Stone Trust |
| Class A Units | Aug 18, 2017 | G | 375,000 | $0.00 | D | 101,009 | I | By Stone Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OCGH UnitsF1,F2,F3 | — | Aug 17, 2017 | M | 375,000 | D | — | — | Class A Units | 37,500 | 9,525,223 | I |
Explanation of responses
- F1In furtherance of a charitable contribution, a trust controlled by Mr. Stone (the "Stone Trust") exchanged 375,000 limited partnership units ("OCGH Units") of Oaktree Capital Group Holdings, L.P. ("OCGH") for 375,000 Class A Units ("Class A Units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 2 and 3 below.
- F2Each 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 3)
- F3The 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.