4//SEC Filing
MARKS HOWARD S 4
Accession 0000899243-19-014042
CIK 0001403528other
Filed
May 16, 8:00 PM ET
Accepted
May 17, 6:31 PM ET
Size
12.2 KB
Accession
0000899243-19-014042
Insider Transaction Report
Form 4
MARKS HOWARD S
DirectorChairman and Principal
Transactions
- Exercise/Conversion
Class A Units
2019-05-15+612,244→ 714,070 total - Gift
Class A Units
2019-05-16−612,244→ 101,826 total - Exercise/Conversion
OCGH Units
2019-05-15−612,244→ 15,058,812 total→ Class A Units (612,244 underlying)
Holdings
- 13,000(indirect: See Footnotes)
Class A Units
Footnotes (5)
- [F1]In furtherance of a charitable contribution, the Reporting Person exchanged 612,244 limited partnership units ("OCGH Units") of Oaktree Capital Group Holdings, L.P. ("OCGH") for 612,244 Class A Units ("Class A Units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 4 and 5 below.
- [F2]OCGH holds 13,000 Class A Units. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH Units held by all of the members of the executive committee as a group, the Reporting Person and Bruce Karsh, the Issuer's Co-Chairman and Chief Investment Officer, may be deemed to be beneficial owners of the securities held by OCGH.
- [F3]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 Class A units reported herein as indirectly held, and the Reporting Person disclaims ownership of such securities, except to the extent of the Reporting Person's pecuniary interest herein.
- [F4]Each OCGH Unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restriction, including the approval of the exchange by the Issuer's board of directors, each holder of OCGH Units may exchange, or may be required to exchange, if approved by the Issuer's board of directors, his or her OCGH Units for, 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 considerations 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 5)
- [F5]The adjustment 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 interest 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 0001372705
Filing Metadata
- Form type
- 4
- Filed
- May 16, 8:00 PM ET
- Accepted
- May 17, 6:31 PM ET
- Size
- 12.2 KB