SEC Form 4 · accession 0000899243-18-000384

Brookfield Oaktree Holdings, LLC · OAK-PA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John Frank

Officer — Vice Chairman · Director

Period of report

Dec 31, 2017

Accepted (ET)

Jan 3, 2018 · 8:29 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 Units^F3,F1,F2	—	Dec 31, 2017	G	112,502	D	—	—	Class A Units	112,502	112,501	I
OCGH Units^F3,F1,F2	—	Dec 31, 2017	G	112,502	A	—	—	Class A Units	112,502	112,502	I
OCGH Units^F4,F1,F2	—	Dec 31, 2017	G	112,501	D	—	—	Class A Units	112,501	0	I
OCGH Units^F4,F1,F2	—	Dec 31, 2017	G	112,501	A	—	—	Class A Units	112,501	112,501	I
OCGH Units^F3,F1,F2	—	Dec 31, 2017	G	22,500	D	—	—	Class A Units	22,500	90,002	I
OCGH Units^F6,F1,F2	—	Dec 31, 2017	G	16,553	D	—	—	Class A Units	16,553	248,301	I
OCGH Units^{F7,F3,F4,F6,F1,F2}	—	holding	—	—	—	—	—	Class A Units	1,607,290	1,607,290	D

Explanation of responses

F1Each limited partnership unit ("OCGH unit") of Oaktree Capital Group Holdings, L.P. ("OCGH") 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 2)
F2The 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.
F3Transfer of 112,502 OCGH units by a terminating grantor retained annuity trust to a trust controlled by Mr. Frank in his capacity as trustee for the benefit of a family member 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. Frank.
F4Transfer of 112,501 OCGH units by a terminating grantor retained annuity trust to a trust controlled by Mr. Frank in his capacity as trustee for the benefit of a different family member 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. Frank.
F5Transfer of 22,500 OCGH units by the trust for the benefit of a family member referenced in note 3 to such family member.
F6Transfer of 16,553 OCGH units by a family limited liability company controlled by Mr. Frank to a family member. The OCGH units transferred by such limited liability company had previously been reported as directly owned by Mr. Frank.
F7This balance represents the number of OCGH units held directly by Mr. Frank.

Remarks

Mr. Frank disclaims beneficial ownership of the OCGH units reported on this Form 4, except to the extent of his pecuniary interest therein.