4//SEC Filing
MASSON DAVID RICHARD 4
Accession 0000899243-18-004091
CIK 0001403528other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 15, 6:04 AM ET
Size
7.8 KB
Accession
0000899243-18-004091
Insider Transaction Report
Form 4
MASSON DAVID RICHARD
Director
Transactions
- Exercise/Conversion
OCGH Units
2018-02-12$43.95/sh−167,066$7,342,551→ 2,682,424 total(indirect: By Trust)→ Class A (6,683 underlying)
Footnotes (3)
- [F1]In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), certain trusts controlled by Mr. Masson in his capacity as trustee (the "Masson Trusts") exchanged an aggregate of 167,066 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.
- [F2]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)
- [F3]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.
Documents
Issuer
Oaktree Capital Group, LLC
CIK 0001403528
Entity typeother
Related Parties
1- filerCIK 0001249588
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 15, 6:04 AM ET
- Size
- 7.8 KB