0000899243-19-024722.txt : 20191002 0000899243-19-024722.hdr.sgml : 20191002 20191002165245 ACCESSION NUMBER: 0000899243-19-024722 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20191002 DATE AS OF CHANGE: 20191002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINTROB JAY S CENTRAL INDEX KEY: 0001236614 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35500 FILM NUMBER: 191132951 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-30 0 0001403528 Oaktree Capital Group, LLC OAK 0001236614 WINTROB JAY S C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 1 0 0 Chief Executive Officer Class A Units 2019-09-30 4 D 0 51051 D 122936 D Class A Units 2019-09-30 4 D 0 122936 D 0 D OCGH Units 2019-09-30 4 D 0 7444 D Class A Units 7444 209776 D OCGH Units 2019-09-30 4 D 0 209776 D Class A Units 209776 0 D OCGH Equity Value Units 2019-09-30 4 D 0 2000000 D Class A Units 2000000 0 D On September 30, 2019, Brookfield Asset Management Inc. ("Brookfield") and Oaktree Capital Group, LLC ("Oaktree") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, among Oaktree, Brookfield, Berlin Merger Sub, LLC, Oslo Holdings LLC and Oslo Holdings Merger Sub LLC (the "Merger Agreement"), pursuant to which Brookfield acquired approximately 61.2% of the Oaktree business (the "Merger"). Pursuant to the Merger Agreement, each vested Class A Unit of Oaktree was disposed of in exchange for either (A) $49.00 in cash or (B) 1.0770 Class A Limited Voting Shares of Brookfield, in each case, subject to the merger consideration election made by the reporting person and the proration adjustment set forth in the Merger Agreement (the "Merger Consideration"). Pursuant to the Merger Agreement, each unvested Class A Unit of Oaktree was converted into one unvested limited partnership unit of Oaktree Capital Group Holdings, L.P. ("OCGH"), subject to the same terms and conditions (including vesting) applicable to the unvested Class A Unit of Oaktree prior to the Merger. Each OCGH Unit represents a limited partnership interest in OCGH. Prior to the Merger, subject to certain conditions and limitations, OCGH Units were exchangeable for, at the option of the Issuer's board of directors, Class A Units of Oaktree on a one-for-one basis or other consideration of equal value or any combination of the foregoing, with certain adjustments. Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration. In connection with the Merger, Oaktree, Brookfield and certain of their affiliates entered into a Third Amended and Restated Exchange Agreement pursuant to which certain vested limited partnership interests in OCGH, including those that are issued and outstanding on the closing date of the Merger immediately after giving effect to the Merger, will become exchangeable for one of the following forms of consideration, at the election of Brookfield: cash, Brookfield class A shares or direct or indirect interests in certain promissory notes. The reporting person continues to hold these limited partnership interests in OCGH following the Merger, but the limited partnership interests in OCGH are no longer exchangeable into Class A Units of Oaktree. In connection with Jay S. Wintrob's appointment as Chief Executive Officer of Oaktree, Mr. Wintrob was awarded 2,000,000 equity value units ("EVUs") of OCGH, which EVUs may be settled in limited partnership units of OCGH upon satisfaction of certain performance criteria as previously reported in Form 4 filings by Mr. Wintrob. Mr. Wintrob continues to hold these EVUs following the Merger, but the limited partnership interests in OCGH to be received upon vesting, if any, are no longer exchangeable into Class A Units of Oaktree. /s/ Richard Ting, Attorney-in-fact 2019-10-02