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