SEC Form 4 · accession 0001209191-15-019007
Brookfield Oaktree Holdings, LLC · OAK-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay S Wintrob
Officer — Chief Executive Officer · Director
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 4:05 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Oaktree Capital Group Holdings, L.P. Equity Value UnitsF2,F3,F4 | — | Feb 24, 2015 | A | 2,000,000 | A | — | — | Class A Units | 2,000,000 | 2,000,000 | D |
Explanation of responses
- F1In connection with Jay S. Wintrob's appointment as Chief Executive Officer of Oaktree Capital Group, LLC ("Oaktree"), Mr. Wintrob was awarded 2,000,000 equity value units ("EVUs") of Oaktree Capital Group Holdings, L.P. ("OCGH") under Oaktree's 2011 Equity Incentive Plan on December 2, 2014. Oaktree's board of directors approved an amendment to Mr. Wintrob's award of the EVUs on February 24, 2015. This amended Form 4 is being filed to update the description of the EVUs. This shall not be deemed an admission that the amendment of the EVUs constitutes a new purchase or sale of securities.
- F2As amended, the EVUs may be settled into limited partnership units of OCGH ("OCGH units") upon satisfaction of performance criteria based on the stock price appreciation of Oaktree's Class A units and the amount of certain distributions to OCGH unitholders over a period beginning January 1, 2015 and ending on each of December 31, 2019, December 31, 2020 and December 31, 2021, over applicable base values at the end of each such period (each, a "Recapitalization Date") previously set by Oaktree's board of directors. Depending upon such performance, the EVUs may be settled into OCGH units in amounts of up to 666,666, 666,667 and 666,667 OCGH units following each Recapitalization Date, respectively, subject to accelerated vesting under certain termination scenarios, as described in Mr. Wintrob's EVU grant agreement.
- F3Further, if the stock price appreciation of Oaktree Class A units and certain aggregate cash distributions to OCGH unitholders exceed certain annual hurdle rates, Mr. Wintrob will also receive quarterly cash distributions in an amount equal to the cash distributions payable to OCGH unitholders on a number of OCGH units determined based on the number of years elapsed since the grant date and the amount by which the stock price and aggregate cash distributions have exceeded the annual hurdle in the previous year.
- F4The OCGH units to be received upon settlement of the EVUs represent limited partnership interests in OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by Oaktree's board of directors, each holder of OCGH units has the right to exchange his or her vested OCGH units following the expiration of any applicable lock-up period into, at the option of the Oaktree'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.