0000899243-21-003052.txt : 20210122 0000899243-21-003052.hdr.sgml : 20210122 20210122203939 ACCESSION NUMBER: 0000899243-21-003052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210120 FILED AS OF DATE: 20210122 DATE AS OF CHANGE: 20210122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547587 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547588 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: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547589 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Management GP, LLC CENTRAL INDEX KEY: 0001831013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547590 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547591 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Holdings GP Ltd. CENTRAL INDEX KEY: 0001773788 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547592 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306739 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547593 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Holdings, L.P. CENTRAL INDEX KEY: 0001773790 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 21547594 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306739 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hims & Hers Health, Inc. CENTRAL INDEX KEY: 0001773751 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306739 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: Oaktree Acquisition Corp. DATE OF NAME CHANGE: 20190412 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-20 1 0001773751 Hims & Hers Health, Inc. OAC 0001773790 Oaktree Acquisition Holdings, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001540229 Partners Ltd BROOKFIELD PLACE, 181 BAY STREET SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001773788 Oaktree Acquisition Holdings GP Ltd. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001831013 Oaktree Capital Management GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001790787 Atlas OCM Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY STREET SUITE 300 PO BOX 762 NEW YORK NY 10281-1023 0 0 1 0 Class A Common Stock 2021-01-20 4 J 0 3773437 A 3773437 D Class B Ordinary Shares 2021-01-20 4 J 0 5031250 D Class A ordinary shares 5031250 0 D Warrants 2021-01-20 4 J 0 3012500 A Class A Common Stock 3012500 3012500 D This Form 4 is being filed by Oaktree Acquisition Holdings, L.P. ("Holdings"). The general partner of Holdings is Oaktree Acquisition Holdings GP Ltd. ("Holdings GP"). The director of Holdings GP is Oaktree Capital Management, L.P. ("Oaktree"). The general partner of Oaktree is Oaktree Capital Management GP, LLC ("Management GP"). The sole member of Management GP is Atlas OCM Holdings, LLC ("Atlas"). Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the indirect owner of the class B units of Atlas and has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the New Hims Class A Common Stock (as defined below) held by Holdings. (Continued from Footnote 1) Brookfield Asset Management, Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG GP and Atlas, has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock (as defined below) held by Holdings. Partners Limited ("Partners"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock held by Holdings. (Continued from Footnote 2) Each reporting person under this Form 4 disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any securities covered by this Form 4. In connection with the Agreement and Plan of Merger, dated September 30, 2020, by and among Oaktree Acquisition Corp. (the "Company"), Hims, Inc. ("Hims"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Hims & Hers, Inc." ("New Hims"). In connection with the Domestication, 1,257,813 of Holdings' Class B ordinary shares, par value $0.0001, of the Company ("OAC Class B Ordinary Shares"), which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("OAC Class A Ordinary Shares"), were forfeited and surrendered for no consideration and the remaining 3,773,437 OAC Class B Ordinary Shares held by Holdings converted to shares of Class A common stock, par value $0.0001, of New Hims ("New Hims Class A Common Stock") simultaneously with the closing of the Business Combination. (Continued from Footnote 4) After giving effect to this transaction, Holdings will own less than 10% of the outstanding common stock of New Hims. In connection with the Domestication, 1,004,167 of the private placement warrants of the Company ("OAC Private Placement Warrants) held by Holdings, which previously entitled Holdings to purchase one OAC Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or thirty (30) days after the completion of an initial business combination of the Company, were forfeited and surrendered for no consideration and the remaining 3,012,500 OAC Private Placement Warrants converted into warrants of New Hims (each a "New Hims Warrant") simultaneously with the closing of the Business Combination, with each whole New Hims Warrant entitling the holder thereof to the right to purchase one share of New Hims Class A Common Stock. See signatures included in Exhibit 99.1 2021-01-22 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

This Statement on Form 4 is filed jointly by Oaktree Acquisition Holdings, L.P.,
Oaktree Acquisition Holdings GP Ltd., Oaktree Capital Management, L.P., Oaktree
Capital Management GP, LLC, Atlas OCM Holdings, LLC, Oaktree Capital Group
Holdings GP, LLC, Brookfield Asset Management, Inc. and Partners Limited. The
principal business address of each of these reporting persons is 333 South Grand
Avenue, 28th Floor, Los Angeles, CA 90071.

Name of Designated Filer: Oaktree Acquisition Holdings, L.P.

Date of Event Requiring Statement: January 20, 2021

Issuer Name and Ticker or Trading Symbol: Oaktree Acquisition Corp. (NYSE:OAC)


                                       OAKTREE ACQUISITION HOLDINGS, L.P.

                                       By:  Oaktree Acquisition Holdings GP Ltd.
                                       Its: General Partner

                                       By:  Oaktree Capital Management, L.P.
                                       Its: Director


                                       By: /s/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           Title: Senior Vice President


                                       OAKTREE ACQUISITION HOLDINGS GP LTD.

                                       By:  Oaktree Capital Management, L.P.
                                       Its: Director


                                       By: /s/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           Title: Senior Vice President


                                       OAKTREE CAPITAL MANAGEMENT, L.P.


                                       By: /s/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           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/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           Title: Senior Vice President


                                       ATLAS OCM HOLDINGS, LLC

                                       By:  Oaktree New Holdings, LLC
                                       Its: Member


                                       By: /s/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           Title: Senior Vice President


                                       OAKTREE CAPITAL GROUP HOLDINGS GP, LLC


                                       By: /s/ Jordan Mikes
                                           -------------------------------------
                                           Name:  Jordan Mikes
                                           Title: Senior Vice President


                                       BROOKFIELD ASSET MANAGEMENT, INC.


                                       By: /s/ Jessica Diab
                                           -------------------------------------
                                           Name:  Jessica Diab
                                           Title: Senior Associate, Legal &
                                                Regulatory


                                       PARTNERS LIMITED


                                       By: /s/ Brian D. Lawson
                                           -------------------------------------
                                           Name:  Brian D. Lawson
                                           Title: Director