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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| OCGH Units | $ 40.85 (4) | 04/17/2012 | M | 1,774,320 | (5)(6) | (5)(6) | Class A Units | 1,774,320 | $ 0 | 21,788,226 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KARSH BRUCE A C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | President and Principal | ||
| /s/ Richard Ting, Attorney-in-fact | 04/19/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | In connection with the initial public offering, or the Offering, of the Issuer's Class A units, or Class A units, certain holders of limited partnership units, or OCGH units, in Oaktree Capital Group Holdings, L.P., or OCGH, exchanged 7,888,864 vested OCGH units for cash pursuant to an exchange agreement. Upon the exchange of such OCGH units, 7,888,864 of the Issuer's Class B units, or Class B units, were canceled by the Issuer pursuant to the terms of the Issuer's operating agreement. |
| (2) | OCGH holds 120,253,753 Class B units. In addition to the cancellation of 7,888,864 Class B units, the amount of Class B units reported in Column 5 of Table I also reflects the cancellation of 15,000 Class B units on March 15, 2012 in connection with the repurchase of 15,000 OCGH units, which cancellation was not reflected in the Form 3 filed by the Reporting Person on April 11, 2012. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC or OCGH GP. In his capacity as a member of the executive committee of OCGH GP, the Reporting Person may be deemed to be a beneficial owner of the securities held by OCGH. (Continued in Footnote 3) |
| (3) | Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. |
| (4) | In connection with the Offering, the Reporting Person exchanged 1,774,320 OCGH units for cash at a purchase price per OCGH unit equal to the initial public offering price per Class A unit in the Offering net of underwriting discounts payable by the Issuer with adjustments to account for the Reporting Person's disproportionate interest in the historical incentive income of certain of the Issuer's closed-end funds, as further described in footnote 5 below. |
| (5) | 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 following the expiration of any applicable lock-up period 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 6) |
| (6) | 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. |