0000899243-19-024699.txt : 20191002
0000899243-19-024699.hdr.sgml : 20191002
20191002164214
ACCESSION NUMBER: 0000899243-19-024699
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: MASSON DAVID RICHARD
CENTRAL INDEX KEY: 0001249588
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35500
FILM NUMBER: 191132808
MAIL ADDRESS:
STREET 1: 333 S GRAND AVENUE 28TH FL
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
0001249588
MASSON DAVID RICHARD
C/O OAKTREE CAPITAL GROUP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
1
0
0
0
Class A Units
2019-09-30
4
D
0
9284
D
5804
D
Class A Units
2019-09-30
4
D
0
5804
D
0
D
Class A Units
2019-09-30
4
D
0
100513
D
0
I
By Trust
OCGH Units
2019-09-30
4
D
0
536484
D
Class A Units
536484
2145940
I
By Masson Trusts
OCGH Units
2019-09-30
4
D
0
2145940
D
Class A Units
2145940
0
I
By Masson Trusts
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.
Mr. Masson disclaims beneficial ownership of the Class A Units reported herein, except to the extent of his pecuniary interest therein.
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.
Mr. Masson disclaims beneficial ownership of the limited partnership interests in OCGH reported on this Form 4, except to the extent of his pecuniary interest therein.
/s/ Richard Ting, Attorney-in-fact
2019-10-02