SEC Form 4 · accession 0000899243-18-004089

Brookfield Oaktree Holdings, LLC · OAK-PA

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

Reporting owner

Howard S Marks

Officer — Co-Chairman · Director

Period of report

Feb 12, 2018

Accepted (ET)

Feb 15, 2018 · 6:03 am 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 B Units^F1	Feb 12, 2018	D	5,000,000	$0.00	D	86,682,408	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
OCGH Units^F2,F5,F3,F4	—	Feb 12, 2018	D	126,342	D	—	—	Class A Units	126,342	1,747,470	I
OCGH Units^F2,F3,F4	—	Feb 12, 2018	D	1,015,402	D	—	—	Class A Units	1,015,402	12,170,574	D
OCGH Units^F6,F3,F4	—	holding	—	—	—	—	—	Class A Units	1,873,812	1,873,812	I

Explanation of responses

F1Oaktree Capital Group Holdings, L.P. ("OCGH") holds 86,682,408 of the Issuer's Class B units (the "Class B 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, Mr. Marks and Bruce Karsh, the Issuer's Co-Chairman and Chief Investment Officer, may be deemed to be beneficial owners of the securities held by OCGH. Upon the exchange of 5,000,000 limited partnership units ("OCGH units") in OCGH by certain holders of such OCGH units in connection with the Offering (as defined below), 5,000,000 of the Class B units were cancelled by the Issuer.
F2In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Marks and a trust controlled by Mr. Marks in his capacity as trustee exchanged an aggregate of 1,141,744 OCGH units for cash at a purchase price per OCGH unit of $43.95, which is equal to the price per Class A unit in the Offering paid to the Issuer by the underwriter, with adjustments to account for (i) financial advisory fees paid by the Issuer and (ii) the Reporting Person's disproportionate interest in the historical incentive income of certain of the Issuer's closed-end funds, as further described in footnotes 2 and 3 below.
F3Each 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 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, 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)
F4The 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.
F5Held by a trust controlled by Mr. Marks in his capacity as trustee.
F6Held by a second trust controlled by Mr. Marks in his capacity as trustee.

Remarks

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