SEC Form 4 · accession 0000899243-17-013805

Euronav MI II Inc. · GNRT

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents securities issued to Adam Pierce, a Managing Director of Oaktree Capital Management, L.P. ("OCM LP") and a director of GNRT. Mr. Pierce holds these securities for the benefit of OCM FIE, LLC ("FIE"). Pursuant to the policies of the Reporting Persons, Mr. Pierce must hold the securities on behalf of and for the benefit of FIE and is assigning all economic, pecuniary and voting rights to FIE. The Reporting Persons disclaim beneficial ownership of these securities, and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of such securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein.
• F2Each restricted stock unit represents a contingent right to receive one share of GNRT common stock, or in the sole discretion of GNRT's Compensation Committee, the cash value of a share of GNRT common stock on the date that the restricted stock unit vests.
• F3On September 9, 2016, Mr. Pierce was granted 9,584 restricted stock units, vesting on the earliest of (i) the date of the first annual meeting of shareholders of GNRT following the transaction date, (ii) the first anniversary of the transaction date, (iii) a change of control of GNRT and (iv) the death or disability of the reporting person.
• F4This Form 4 is being filed by (i) FIE, (ii) Oaktree Capital Management, L.P. ("OCM LP"), in its capacity as the managing member of FIE, (iii) Oaktree Holdings, Inc, ("Holdings") in its capacity as the general partner of OCM LP, (iv) Oaktree Capital Group, LLC ("OCG"), in its capacity as the sole shareholder of Holdings, and (v) Oaktree Capital Group Holdings GP, LLC ("OCGH GP," and together with OCM LP, Holdings, and OCG, each a "Reporting Person" and collectively, the "Reporting Persons"), in its capacity as the manager of OCG.
• F5Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Concurrently with the filing of this Form 4, Mr. Pierce is filing a Form 4 with respect to the securities reported herein.
• F6OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
• F7As a result of Mr. Pierce's position as Managing Director of OCM LP and director of GNRT, the Reporting Persons may be deemed directors by deputization.
• F8The restricted stock units vest on the earliest of (i) the date of the first annual meeting of shareholders of GNRT following the transaction date, (ii) the date that is thirty days following the first anniversary of the transaction date, (iii) a change of control of GNRT and (iv) the death or disability of the reporting person.