0001209191-15-025833.txt : 20150312
0001209191-15-025833.hdr.sgml : 20150312
20150312210225
ACCESSION NUMBER: 0001209191-15-025833
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150311
FILED AS OF DATE: 20150312
DATE AS OF CHANGE: 20150312
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oaktree Capital Group, LLC
CENTRAL INDEX KEY: 0001403528
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KARSH BRUCE A
CENTRAL INDEX KEY: 0001187256
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35500
FILM NUMBER: 15697463
MAIL ADDRESS:
STREET 1: 1201 TOWER GROVE DRIVE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-03-11
0
0001403528
Oaktree Capital Group, LLC
OAK
0001187256
KARSH BRUCE A
C/O OAKTREE CAPITAL GROUP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
1
1
0
0
See Remarks
Class B Units
2015-03-11
4
D
0
600000
0.00
D
105310421
I
See footnotes
OCGH Units
2015-03-11
4
M
0
122883
51.70
D
Class A Units
122883
18108520
D
In connection with the underwriter's exercise of its option (the "Option Exercise") to purchase additional Class A units (the "Class A units") in the Issuer's March 2015 public offering (the "Offering"), certain holders of limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") exchanged 600,000 vested OCGH units for cash pursuant to an exchange agreement. Upon the exchange of such OCGH units, 600,000 of the Issuer's Class B units ("Class B units") were cancelled by the Issuer.
OCGH holds 105,310,421 Class B units. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH units held by all of the members of the executive committee as a group, the Reporting Person and Howard Marks, the Issuer's Co-Chariman, may be deemed to be beneficial owners of the securities held by OCGH.
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the Class B units reported herein, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. Since March 9, 2015 and without giving effect to the Class B units cancelled in connection with the Option Exercise, the number of Class B units held by OCGH has not changed.
In connection with the Option Exercise, the Reporting Person exchanged 122,883 OCGH units for cash at a purchase price per OCGH unit of $51.70, which is equal to the price per Class A unit in the Offering (including the Option Exercise) paid to the Issuer by the underwriter, with adjustments to account for the Reporting Person's disproportionate interest in the historical incentive income of certain of the Issuer's closed-end funds, as further described in footnotes 5 and 6 below.
Each OCGH unit represents a limited partnership interest in 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 6)
The 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.
Co-Chairman and Chief Investment Officer
/s/ Richard Ting, Attorney-in-fact
2015-03-12