FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/28/2013 |
3. Issuer Name and Ticker or Trading Symbol
DIAL GLOBAL, INC. /DE/ [ DIAL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Series A Preferred Stock, par value $0.01 per share | 9,691.374 | I | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8) |
Class A Common Stock, par value $0.01 per share | 71,428 | I | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8) |
Class B Common Stock, par value $0.01 per share | 34,237,638 | I | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 3 is being filed with respect to 9,691.374 shares of Series A Preferred Stock, 71,428 shares of Class A Common Stock and 34,237,638 shares of Class B Common Stock, each with a par value of $.01 per share, of Dial Global, Inc. (formerly known as Westwood One, Inc., the "Issuer") directly owned by Triton Media Group, LLC, a Delaware limited liability company ("Triton"). |
2. This Form 3 is also being filed by OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership ("Oaktree Fund IV"), which directly holds Class A Units of Triton. |
3. This Form 3 is also being filed by OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands exempted limited partnership (the "Oaktree Fund IV GP"), in its capacity as the general partner of Oaktree Fund IV. |
4. This Form 3 is also being filed by OCM Principal Opportunities Fund IV GP Ltd., a Cayman Islands exempted company ("Oaktree Fund IV GP Ltd."), in its capacity as the general partner of Oaktree Fund IV GP. |
5. This Form 3 is also being filed by Oaktree Capital Management, L.P., a Delaware limited partnership ("OCM"), in its capacity as the duly appointed investment manager of OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, and Oaktree Fund IV, and as the duly elected sole director of Oaktree Fund IV GP Ltd. |
6. This Form 3 is also being filed by Oaktree Holdings, Inc., a Delaware corporation ("Oaktree Holdings Inc.") in its capacity as the general partner of OCM. |
7. Oaktree Holdings Inc. is a corporation managed by a board of directors, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank and David M. Kirchheimer (each, an "Oaktree Holdings Inc. Director" and collectively, the "Oaktree Holdings Inc. Directors"). In such capacity, the Oaktree Holdings Inc. Directors may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each Oaktree Holdings Inc. Director disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3. |
8. Information with respect to each of the entities described in the foregoing clauses (1) through (7), other than the Issuer (each a "Reporting Person"), is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Triton with respect to its direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3. |
Remarks: |
This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by OCM Principal Opportunities Fund IV, L.P., OCM Principal Opportunities Fund IV GP, L.P., OCM Principal Opportunities Fund IV GP Ltd., Oaktree Capital Management, L.P., and Oaktree Holdings, Inc. An accompanying filing is being filed, on the date hereof, by Triton Media Group, LLC, OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P., OCM Principal Opportunities Fund III GP, L.P., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC. Both filings relate to the same holdings described above. |
/s/ See Signatures included in Exhibit 99.1 | 03/11/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |