0000899243-18-004092.txt : 20180221
0000899243-18-004092.hdr.sgml : 20180221
20180215060446
ACCESSION NUMBER: 0000899243-18-004092
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: Keele Larry W
CENTRAL INDEX KEY: 0001529877
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35500
FILM NUMBER: 18616037
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
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
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
2018-02-12
4
M
0
12947
43.95
D
Class A
12947
395634
I
By trust
OCGH Units
2018-02-12
4
M
0
25827
43.95
D
Class A
25827
382753
I
By trust
OCGH Units
2018-02-12
4
M
0
131353
43.95
D
Class A
131353
1953181
D
In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Keele and trusts controlled by Mr. Keele in his capacity as trustee exchanged an aggregate of 170,127 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. Keele in his capacity as trustee.
Held by a trust controlled by Mr. Keele in his capacity as trustee.
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
2018-02-14