4//SEC Filing
Keele Larry W 4
Accession 0000899243-18-004092
CIK 0001403528other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 15, 6:04 AM ET
Size
12.9 KB
Accession
0000899243-18-004092
Insider Transaction Report
Form 4
Keele Larry W
DirectorPrincipal
Transactions
- Exercise/Conversion
OCGH Units
2018-02-12$43.95/sh−131,353$5,772,964→ 1,953,181 total→ Class A (131,353 underlying) - Exercise/Conversion
OCGH Units
2018-02-12$43.95/sh−12,947$569,021→ 395,634 total(indirect: By Trust)→ Class A (12,947 underlying) - Exercise/Conversion
OCGH Units
2018-02-12$43.95/sh−25,827$1,135,097→ 382,753 total(indirect: By Trust)→ Class A (25,827 underlying)
Footnotes (5)
- [F1]In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Keele and trusts controlled by Mr. Keele in his capacity as trustee exchanged an aggregate of 170,127 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.
- [F4]Held by a trust controlled by Mr. Keele in his capacity as trustee.
- [F5]Held by a trust controlled by Mr. Keele in his capacity as trustee.
Documents
Issuer
Oaktree Capital Group, LLC
CIK 0001403528
Entity typeother
Related Parties
1- filerCIK 0001529877
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 15, 6:04 AM ET
- Size
- 12.9 KB