0000899243-17-005711.txt : 20170301 0000899243-17-005711.hdr.sgml : 20170301 20170301061259 ACCESSION NUMBER: 0000899243-17-005711 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151209 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 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: Keele Larry W CENTRAL INDEX KEY: 0001529877 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35500 FILM NUMBER: 17651289 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-09 0 0001403528 Oaktree Capital Group, LLC OAK 0001529877 Keele Larry W C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 0 0 OCGH Units 2015-12-09 4 G 0 460735 0.00 D Class A Units 460735 0 I By grantor retained annuity trust OCGH Units 2015-12-09 4 G 0 460735 0.00 A Class A Units 460735 817161 I By Keele Trusts OCGH Units Class A Units 2084534 2084534 D This Form 4 has been filed to report a transfer of 460,735 limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH") in the aggregate by a grantor retained annuity trust to two trusts controlled by Mr. Keele in his capacity as trustee (the "Keele Trusts") on December 9, 2015 in accordance with the terms of the grantor retained annuity trust. The OCGH units transferred by the grantor retained annuity trust had previously been reported as directly owned by Mr. Keele. For the avoidance of doubt, following such transactions, there was no change in the aggregate number of OCGH units beneficially owned by Mr. Keele. 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 for, 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. This balance represents the number of OCGH units held by the Keele Trusts as of the date of this filing and includes OCGH units held by the Keele Trusts that were previously reported as held directly by Mr. Keele. This balance represents the number of OCGH units held directly by Mr. Keele as of the date of this filing. Mr. Keele 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 2017-02-28