SEC Form 4 · accession 0000899243-18-004095
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
Feb 12, 2018
Accepted (ET)
Feb 15, 2018 · 6:06 am 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 UnitsF1,F4,F2,F3 | — | Feb 12, 2018 | M | 17,570 | D | — | — | Class A Units | 17,570 | 72,432 | I |
| OCGH UnitsF1,F5,F2,F3 | — | Feb 12, 2018 | M | 17,570 | D | — | — | Class A Units | 17,570 | 94,931 | I |
| OCGH UnitsF1,F6,F2,F3 | — | Feb 12, 2018 | M | 13,723 | D | — | — | Class A Units | 13,723 | 25,330 | I |
| OCGH UnitsF1,F7,F2,F3 | — | Feb 12, 2018 | M | 35,141 | D | — | — | Class A Units | 35,141 | 213,160 | I |
| OCGH UnitsF1,F2,F3 | — | Feb 12, 2018 | M | 35,141 | D | — | — | Class A Units | 35,141 | 1,507,149 | D |
Explanation of responses
- F1In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Frank, three trusts controlled by Mr. Frank in his capacity as trustee and a family limited liability company controlled by Mr. Frank exchanged an aggregate of 119,145 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") 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.
- F2Each 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)
- F3The 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.
- F4Held by a trust controlled by Mr. Frank in his capacity as trustee.
- F5Held by a trust controlled by Mr. Frank in his capacity as trustee.
- F6Held by a trust controlled by Mr. Frank in his capacity as trustee.
- F7Held by a limited liability company controlled 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.