0000899243-18-004095.txt : 20180221 0000899243-18-004095.hdr.sgml : 20180221 20180215060630 ACCESSION NUMBER: 0000899243-18-004095 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180212 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frank John CENTRAL INDEX KEY: 0001372819 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35500 FILM NUMBER: 18616043 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT STREET 2: 333 SOUTH GRAND 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 2018-02-12 0 0001403528 Oaktree Capital Group, LLC OAK 0001372819 Frank John C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 1 0 0 Vice Chairman OCGH Units 2018-02-12 4 M 0 17570 43.95 D Class A Units 17570 72432 I By trust OCGH Units 2018-02-12 4 M 0 17570 43.95 D Class A Units 17570 94931 I By trust OCGH Units 2018-02-12 4 M 0 13723 43.95 D Class A Units 13723 25330 I By trust OCGH Units 2018-02-12 4 M 0 35141 43.95 D Class A Units 35141 213160 I By Frank 2012 Family LLC OCGH Units 2018-02-12 4 M 0 35141 43.95 D Class A Units 35141 1507149 D In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Frank, three trusts controlled by Mr. Frank in his capacity as trustee and a family limited liability company controlled by Mr. Frank exchanged an aggregate of 119,145 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") for cash at a purchase price per OCGH unit of $43.95, which is equal to the price per Class A unit in the Offering paid to the Issuer by the underwriter, with adjustments to account for (i) financial advisory fees paid by the Issuer and (ii) 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 2 and 3 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 3) 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. Held by a trust controlled by Mr. Frank in his capacity as trustee. Held by a trust controlled by Mr. Frank in his capacity as trustee. Held by a trust controlled by Mr. Frank in his capacity as trustee. Held by a limited liability company controlled by Mr. Frank. Mr. Frank disclaims beneficial ownership of the OCGH units reported on this Form 4, except to the extent of his pecuniary interest therein. /s/ Richard Ting, Attorney-in-fact 2018-02-14