F1OCM Principal Opportunities Fund IV Delaware, L.P. ("POF IV Delaware") directly owns 51,898,728 shares of the common stock (the "Common Stock") of AdvancePierre Foods Holdings, Inc. ("Issuer"). This Form 3 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 2)
F2(continued from footnote 1) (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.
F3Each 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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 3.
F4OCGH 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, Sheldon M. Stone, Stephen A. Kaplan, and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 3.
F5The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

Remarks

This Form 3 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same holdings described above.