SEC Form 4 · accession 0000899243-17-015771

AdvancePierre Foods Holdings, Inc. · APFH

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Disposed of pursuant to a tender offer by Tyson Foods, Inc. ("Parent") to purchase all of the shares of common stock (the "Common Stock") of AdvancePierre Holdings, Inc. ("Issuer"), which shares were accepted for payment by parent on June 6, 2017, in connection with the merger of Issuer and DVB Merger Sub, Inc., a subsidiary of Parent.
• F2Prior to the acceptance of the tender offer, OCM Principal Opportunities Fund IV Delaware, L.P. ("POF IV Delaware") directly owned 31,732,120 shares of Common Stock of Issuer. This Form 4 is also being filed by (i) OCM Principal Opportunities Fund IV Delaware GP Inc. ("POF IV Delaware GP"), in its capacity as the general partner of POF IV Delaware; (ii) OCM Principal Opportunities Fund IV, L.P. ("POF IV"), in its capacity as the sole shareholder of POF IV Delaware GP; (iii) OCM Principal Opportunities Fund IV GP, L.P. ("POF IV GP"), in its capacity as the general partner of POF IV; (iv) OCM Principal Opportunities Fund IV GP Ltd. ("POF IV GP Ltd"), in its capacity as the general partner of POF IV GP; (v) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the sole shareholder of POF IV GP Ltd; (vi) Oaktree Capital Management, L.P. ("OCM LP"), in its capacity as the sole director of POF IV GP Ltd; (continued in footnote 3).
• F3(continued from footnote 2) (vii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I; (viii) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as the general partner of OCM LP; (ix) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I; (x) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I; (xi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings LLC and in its capacity as the sole shareholder of Holdings Inc.; and (xii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with POF IV Delaware GP, POF IV Delaware, POF IV, POF IV GP, POF IV GP Ltd, GP I, OCM LP, Capital I, Holdings Inc., Holdings I, Holdings LLC and OCG, collectively, the "Reporting Persons"), in its capacity as the duly appointed manager of OCG.
• F4Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 4.
• F5OCGH 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 (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock 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 Common Stock covered by this Form 4.

Remarks

This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same holdings described above.