4//SEC Filing
WINTROB JAY S 4
Accession 0000899243-19-024722
CIK 0001403528other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 4:52 PM ET
Size
16.1 KB
Accession
0000899243-19-024722
Insider Transaction Report
Form 4
WINTROB JAY S
Director
Transactions
- Disposition to Issuer
Class A Units
2019-09-30−51,051→ 122,936 total - Disposition to Issuer
OCGH Units
2019-09-30−7,444→ 209,776 total→ Class A Units (7,444 underlying) - Disposition to Issuer
OCGH Equity Value Units
2019-09-30−2,000,000→ 0 total→ Class A Units (2,000,000 underlying) - Disposition to Issuer
Class A Units
2019-09-30−122,936→ 0 total - Disposition to Issuer
OCGH Units
2019-09-30−209,776→ 0 total→ Class A Units (209,776 underlying)
Footnotes (6)
- [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]Pursuant to the Merger Agreement, each unvested Class A Unit of Oaktree was converted into one unvested limited partnership unit of Oaktree Capital Group Holdings, L.P. ("OCGH"), subject to the same terms and conditions (including vesting) applicable to the unvested Class A Unit of Oaktree prior to the Merger.
- [F3]Each OCGH Unit represents a limited partnership interest in 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.
- [F4]Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration.
- [F5]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.
- [F6]In connection with Jay S. Wintrob's appointment as Chief Executive Officer of Oaktree, Mr. Wintrob was awarded 2,000,000 equity value units ("EVUs") of OCGH, which EVUs may be settled in limited partnership units of OCGH upon satisfaction of certain performance criteria as previously reported in Form 4 filings by Mr. Wintrob. Mr. Wintrob continues to hold these EVUs following the Merger, but the limited partnership interests in OCGH to be received upon vesting, if any, are no longer exchangeable into Class A Units of Oaktree.
Documents
Issuer
Oaktree Capital Group, LLC
CIK 0001403528
Entity typeother
Related Parties
1- filerCIK 0001236614
Filing Metadata
- Form type
- 4
- Filed
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 4:52 PM ET
- Size
- 16.1 KB