Common shares of beneficial interest, par value $0.001 per share (“Common Shares”)
|
(Title of Class of Securities)
|
85512G106
|
(CUSIP Number)
|
March 31, 2023
|
(Date of Event which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 2 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Value Equity Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct owner of 749,850 Common Shares of the Issuer.
|
(2) |
All calculations of percentage ownership herein are based on an aggregate of 13,319,552 Common Shares of the Issuer outstanding as of March 31, 2023, as reported in the Issuer’s Current Report on Form 8-K
filed on March 31, 2023.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 3 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Value Equity Fund GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Value Equity Holdings, L.P.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 4 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Value Equity Fund GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Value Equity Fund GP, L.P.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 5 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the sole director of Oaktree Value Equity Fund GP Ltd.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 6 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 7 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Atlas OCM Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 8 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the sole shareholder of Oaktree Value Equity Fund GP Ltd.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 9 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 10 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 11 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 12 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 13 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group Holdings GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 14 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 15 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management ULC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
British Columbia, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, LLC.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 16 of 25
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BAM Partners Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
749,850 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
None.
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
749,850 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.)
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 17 of 25
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
|
|
|
|
Star Holdings (the “Issuer”)
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
1114 Avenue of the Americas, 39th Floor
|
|
|
New York, New York
|
|
|
|
ITEM 2.
|
(a) - (c) Name of Person Filing; Address of Principal Business Office; and Citizenship
|
|
|
|
|
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
|
|
|
|
|
|
(1)
|
Oaktree Value Equity Holdings, L.P., a Delaware limited partnership (“VE Holdings”), in its capacity as the direct owner of 749,850 Shares;
|
|
|
|
|
(2)
|
Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership (“VEF GP”), in its capacity as the general partner of VE Holdings;
|
|
|
|
|
(3)
|
Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company (“VEF Ltd.”), in its capacity as the general partner of VEF GP;
|
|
|
|
|
(4)
|
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VEF Ltd.;
|
|
|
|
|
(5)
|
Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management;
|
|
|
|
|
(6)
|
Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP;
|
|
|
|
|
(7)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as sole shareholder of VEF Ltd.;
|
|
|
|
|
(8)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
|
|
|
|
(9)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
|
|
|
|
(10)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) in its capacity as the managing member of Holdings I;
|
|
|
|
|
(11)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings LLC;
|
|
|
|
|
(12)
|
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas;
|
|
|
|
|
(13)
|
Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas;
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 18 of 25
|
(14)
|
Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of the class A units of Atlas, in its capacity as such; and
|
|
(15)
|
BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.
|
|
The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of Brookfield Corporation and BAM
Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3. The principal business address of BAM ULC is 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117,
Vancouver, British Columbia, Canada V6E 4N7.
|
||
(d)
|
Title of Class of Securities:
|
|
Common shares of beneficial interest, par value $0.001 per share
|
||
(e)
|
CUSIP Number: 85512G106
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
Not applicable.
|
ITEM 4.
|
OWNERSHIP
|
The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
VE Holdings is the direct owner of 749,850 Common Shares, constituting approximately 5.6% of the Issuer’s outstanding Common Shares, and has the sole power to vote and dispose of such securities.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 19 of 25
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 20 of 25
|
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 21 of 25
|
ITEM 10. |
CERTIFICATIONS.
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 22 of 25
|
OAKTREE VALUE EQUITY HOLDINGS, L.P.
|
||
By:
|
Oaktree Value Equity Fund GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE VALUE EQUITY FUND GP, L.P.
|
||
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE VALUE EQUITY FUND GP LTD.
|
||
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 23 of 25
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
||
By:
|
Atlas OCM Holdings, LLC
|
|
Its:
|
Managing Member
|
|
By:
|
Oaktree New Holdings, LLC
|
|
Its:
|
Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
ATLAS OCM HOLDINGS, LLC
|
||
By:
|
Oaktree New Holdings, LLC
|
|
Its:
|
Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 24 of 25
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava
|
|
Name:
|
Swati Mandava
|
|
Title:
|
Managing Director, Legal & Regulatory
|
|
BROOKFIELD ASSET MANAGEMENT ULC
|
||
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Managing Director, Legal & Regulatory
|
|
BAM PARTNERS TRUST
|
||
By:
|
BAM Class B Partners Inc.
|
|
Its:
|
Trustee
|
|
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Secretary
|
CUSIP No. 85512G106
|
SCHEDULE 13G
|
Page 25 of 25
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
OAKTREE VALUE EQUITY HOLDINGS, L.P.
|
||
By:
|
Oaktree Value Equity Fund GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE VALUE EQUITY FUND GP, L.P.
|
||
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE VALUE EQUITY FUND GP LTD.
|
||
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
||
By:
|
Atlas OCM Holdings, LLC
|
|
Its:
|
Managing Member
|
|
By:
|
Oaktree New Holdings, LLC
|
|
Its:
|
Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
ATLAS OCM HOLDINGS, LLC
|
||
By:
|
Oaktree New Holdings, LLC
|
|
Its:
|
Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava
|
|
Name:
|
Swati Mandava
|
|
Title:
|
Managing Director, Legal & Regulatory
|
|
BROOKFIELD ASSET MANAGEMENT ULC
|
||
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Managing Director, Legal & Regulatory
|
|
BAM PARTNERS TRUST
|
||
By:
|
BAM Class B Partners Inc.
|
|
Its:
|
Trustee
|
|
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Secretary
|