SEC Form 4 · accession 0001209191-15-015753
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd E Molz
Officer — See Remarks
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 6:09 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 UnitsF3,F1,F2 | — | Feb 17, 2015 | A | 31,217 | A | — | — | Class A Units | 31,217 | 290,435 | D |
Explanation of responses
- F1Each OCGH unit represents a limited partnership interest in Oaktree Capital Group Holdings, L.P. ("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 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.
- F3Granted under the Issuer's 2011 Equity Incentive Plan. Subject to the terms of the award, 7,394 OCGH units granted will generally vest in equal annual installments over four years with the first vesting date occurring on March 1, 2016, and 23,823 OCGH units granted will generally vest in equal annual installments over ten years with the first vesting date occurring on March 1, 2016.
Remarks
Managing Director, General Counsel, Chief Administrative Officer and Secretary