UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AdvancePierre Foods Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00782L107

(CUSIP Number)

June 6, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.


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Item 1.

(a)

Name of Issuer:

AdvancePierre Foods Holdings, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

9987 Carver Road

Blue Ash, Ohio 45242

Item 2.

(a)

Name of Person Filing; Address of Principal Business Office; and Citizenship:

This Schedule 13G is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by:

(1)

OCM APFH Holdings, LLC, a Delaware limited liability company (“OCM APFH”), in its capacity as the direct owner of 1,223,112 shares;

(2)

OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (“POF IV Delaware” and, together with OCM APFH, the “Investors”), in its capacity as the manager of OCM APFH and in its capacity as the direct owner of 31,732,120 shares;

(3)

OCM Principal Opportunities Fund IV Delaware GP Inc., a Delaware corporation (“POF IV Delaware GP”), in its capacity as the general partner of POF IV Delaware;

(4)

OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership(“POF IV”), in its capacity as the general partner of POF IV Delaware GP;

(5)

OCM Principal Opportunities Fund IV GP, L.P., Cayman Islands exempted limited partnership (“POF IV GP”), in its capacity as the general partner of POF IV;

(6)

POF IV GP LTD., a Cayman Islands exempted company (“POF IV GP LTD”), in its capacity as the general partner of POF IV GP;

(7)

Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of POF IV GP LTD;

(8)

Oaktree Holdings, Inc., a Delaware corporation (“Holdings”), in its capacity as the general partner of Management;


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(9)

Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the sole shareholder of POF IV GP LTD;

(10)

Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as general partner of GP I;

(11)

OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

(12)

Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), in its capacity as the managing member of Holdings I;

(13)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings LLC and as the sole shareholder of Holdings; and

(14)

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the duly elected manager of OCG.

The principal business address of each of the Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

(b)

The information contained in Item 2(a) is hereby incorporated by reference into this Item 2(b).

(c)

The information contained in Item 2(a) is hereby incorporated by reference into this Item 2(c).

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”)

(e)

CUSIP Number:

00782L107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).


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(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Item 6 Ownership of More Than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable.


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Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

Item 10.

Certification:

Not Applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 8, 2017


OCM APFH HOLDINGS, LLC
By:		OCM Principal Opportunities Fund IV Delaware, L.P., its manager

By:		OCM Principal Opportunities Fund IV Delaware GP Inc., its general partner

By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Authorized Signatory
OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.
By:		OCM Principal Opportunities Fund IV Delaware GP Inc., its general partner
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Authorized Signatory
OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC.
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Authorized Signatory

OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

By:		OCM Principal Opportunities Fund IV GP, L.P., its general partner

By:		OCM Principal Opportunities Fund IV GP Ltd., its general partner

By:		Oaktree Capital Management, L.P., its director

By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President


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OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.
By:		OCM Principal Opportunities Fund IV GP Ltd., its general partner
By:		Oaktree Capital Management, L.P., its director
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.
By:		Oaktree Capital Management, L.P., its director
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President
OAKTREE CAPITAL MANAGEMENT, L.P.
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President
OAKTREE HOLDINGS, INC.
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President
OAKTREE FUND GP I, L.P.
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Authorized Signatory
OAKTREE CAPITAL I, L.P.
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President
OCM HOLDINGS I, LLC
By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President


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OAKTREE HOLDINGS, LLC

By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President

OAKTREE CAPITAL GROUP, LLC

By:		Oaktree Capital Group Holdings GP, LLC
Its:		Manager

By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:		/s/ Jamie Toothman
Name:		Jamie Toothman
Title:		Vice President

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

OCM APFH Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

AdvancePierre Foods Holdings, Inc. SC 13G/A