STONE SHELDON M 4
4 · Oaktree Capital Group, LLC · Filed Oct 2, 2019
Insider Transaction Report
Form 4
STONE SHELDON M
DirectorPrincipal
Transactions
- Disposition to Issuer
OCGH Units
2019-09-30−1,623,351→ 6,493,406 total(indirect: By Trust)→ Class A Units (1,623,351 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−6,493,406→ 0 total(indirect: By Trust)→ Class A Units (6,493,406 underlying) - Disposition to Issuer
Class A Units
2019-09-30+101,009→ 0 total(indirect: By Trust)
Footnotes (4)
- [F1]On September 30, 2019, Brookfield Asset Management Inc. ("Brookfield") and Oaktree Capital Group, LLC ("Oaktree") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, among Oaktree, Brookfield, Berlin Merger Sub, LLC, Oslo Holdings LLC and Oslo Holdings Merger Sub LLC (the "Merger Agreement"), pursuant to which Brookfield acquired approximately 61.2% of the Oaktree business (the "Merger"). Pursuant to the Merger Agreement, each vested Class A Unit of Oaktree was disposed of in exchange for either (A) $49.00 in cash or (B) 1.0770 Class A Limited Voting Shares of Brookfield, in each case, subject to the merger consideration election made by the reporting person and the proration adjustment set forth in the Merger Agreement (the "Merger Consideration").
- [F2]Each OCGH Unit represents a limited partnership interest in Oaktree Capital Group Holdings, L.P. ("OCGH"). Prior to the Merger, subject to certain conditions and limitations, OCGH Units were exchangeable for, at the option of the Issuer's board of directors, Class A Units of Oaktree on a one-for-one basis or other consideration of equal value or any combination of the foregoing, with certain adjustments.
- [F3]Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration.
- [F4]In connection with the Merger, Oaktree, Brookfield and certain of their affiliates entered into a Third Amended and Restated Exchange Agreement pursuant to which certain vested limited partnership interests in OCGH, including those that are issued and outstanding on the closing date of the Merger immediately after giving effect to the Merger, will become exchangeable for one of the following forms of consideration, at the election of Brookfield: cash, Brookfield class A shares or direct or indirect interests in certain promissory notes. The reporting person continues to hold these limited partnership interests in OCGH following the Merger, but the limited partnership interests in OCGH are no longer exchangeable into Class A Units of Oaktree.