SEC Form 4 · accession 0000899243-17-025874

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 7, 2017

Accepted (ET)

Nov 9, 2017 · 7:51 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 Units^F1,F4,F5	Nov 7, 2017	M	500,000	—	A	601,826	D
Class A Units^F6	Nov 8, 2017	G	500,000	$0.00	D	101,826	D
Class A Units^F2,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 Units^F6,F1,F4,F5	—	Nov 7, 2017	M	500,000	D	—	—	Class A Units	500,000	10,856,756	D
OCGH Units^F7,F4,F5	—	holding	—	—	—	—	—	Class A Units	—	3,484,009	I
OCGH Units^F8,F4,F5	—	holding	—	—	—	—	—	Class A Units	—	2,925,002	I

Explanation of responses

F1In furtherance of a charitable contribution ("Charitable Contribution"), the Reporting Person exchanged 500,000 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") for 500,000 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 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 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.
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 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 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.
F6This balance represents the number of OCGH units held by Mr. Karsh as of the date of this filing. Includes OCGH units held by Mr. Karsh in one or more entities controlled by him.
F7This balance represents the number of OCGH units held by certain trusts controlled by Mr. Karsh in his capacity as trustee (the "Karsh Trusts").
F8Held by an entity controlled by Mr. Karsh.

Remarks

Co-Chairman and Chief Investment Officer