SEC Form 5 · accession 0000899243-18-003735
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, 2017
Accepted (ET)
Feb 13, 2018 · 8:55 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 UnitsF3,F1,F2 | — | Sep 14, 2017 | G | 2,493,662 | D | — | — | Class A Units | 2,493,662 | 0 | I |
| OCGH UnitsF4,F1,F2 | — | Sep 14, 2017 | G | 2,493,662 | A | — | — | Class A Units | 2,493,662 | 3,484,009 | I |
| OCGH UnitsF3,F5,F1,F2 | — | holding | — | — | — | — | — | Class A Units | 10,856,756 | 10,856,756 | D |
| OCGH UnitsF6,F1,F2 | — | holding | — | — | — | — | — | Class A Units | 2,925,002 | 2,925,002 | I |
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.
- F3Reflects a transfer of 2,493,662 OCGH units in the aggregate by a terminating grantor retained annuity trust to three trusts controlled by Mr. Karsh in his capacity as trustee and 7,565 OCGH units to Mr. Karsh in satisfaction of a final annuity payment 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.
- F4Held by three trusts controlled by Mr. Karsh in his capacity as trustee (the "Karsh Trusts").
- F5Held by Mr. Karsh. Includes OCGH units held by Mr. Karsh through a grantor retained annuity trust.
- F6Held by an entity controlled by Mr. Karsh.
Remarks
Co-Chairman and Chief Investment Officer