UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Oaktree Strategic Income Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

67402D 104

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

With a copy to:

William J. Tuttle

Proskauer Rose LLP

1001 Pennsylvania Avenue NW

Suite 600 South

Washington, DC 20004

(202) 416-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 19, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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 (the “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).


CUSIP No. 67402D 104		13D		Page 2 of 11 Pages


1		Name of Reporting Person or I.R.S. Identification No. of Above Person Oaktree Capital Management, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 67402D 104		13D		Page 3 of 11 Pages


1		Name of Reporting Person or I.R.S. Identification No. of Above Person Oaktree Capital Management GP, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 67402D 104		13D		Page 4 of 11 Pages


1		Name of Reporting Person or I.R.S. Identification No. of Above Person Atlas OCM Holdings, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 67402D 104		13D		Page 5 of 11 Pages


1		Name of Reporting Person or I.R.S. Identification No. of Above Person Oaktree Capital Group, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds AF; OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 67402D 104		13D		Page 6 of 11 Pages


1		Name of Reporting Person or I.R.S. Identification No. of Above Person Oaktree Capital I, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds WC
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 67402D 104		13D		Page 7 of 11 Pages


1	Name of Reporting Person or I.R.S. Identification No. of Above Person OCM Holdings I, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person OO


CUSIP No. 67402D 104		13D		Page 8 of 11 Pages


1	Name of Reporting Person or I.R.S. Identification No. of Above Person Oaktree Holdings, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person OO


CUSIP No. 67402D 104		13D		Page 9 of 11 Pages

This statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 21, 2017 (the “Original Statement”) by Oaktree Capital Management, L.P. (“Oaktree”) and the other persons named therein, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on March 12, 2018 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on October 19, 2018 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed with Securities and Exchange Commission on May 28, 2019 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on December 20, 2019 (“Amendment No. 4”) and Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on December 3, 2020 (together with the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Prior Statements”), is hereby amended and supplemented by this Amendment No. 6 to Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Statements. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged.

As set forth below, as a result of the transactions described herein, on March 19, 2021, each Reporting Person ceased to be a beneficial owner of shares of the Issuer’s common stock (“Shares”). The filing of this Amendment represents the final amendment and exit filing for each Reporting Person.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Prior Statements is hereby amended and restated in its entirety as follows:

Effective March 19, 2021, the Reporting Persons no longer beneficially own any securities of the Issuer.

Item 4.

Purpose of Transaction

Item 4 of the Prior Statements is hereby amended to add the following:

Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2020 (the “Merger Agreement”), by and among the Issuer, Oaktree Specialty Lending Corporation (“OCSL”), Lion Merger Sub, Inc. and Oaktree Fund Advisors LLC (for the limited purposes set forth therein), each Share was converted into the right to receive 1.3371 shares of OCSL common stock, par value $0.01 per share, having a market value of $6.16 per share at the close of trading on March 18, 2021.

Item 5.

Interest in Securities of the Issuer

Items 5(a) – 5(c) of the Prior Statements are amended and restated in their entirety as follows:

Effective March 19, 2021, the Reporting Persons no longer beneficially own any securities of the Issuer.

Schedule B sets forth all transactions with respect to Shares effected during the past 60 days.


CUSIP No. 67402D 104		13D		Page 10 of 11 Pages

Schedule B

Name

Date of Transaction

Description of
Transaction

Amount of
Securities

Price per Share

Oaktree Capital I, L.P.

March 19, 2021

Disposition of Shares pursuant to the Merger Agreement

392,000

8.51


CUSIP No. 67402D 104		13D		Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 19, 2021


OAKTREE CAPITAL MANAGEMENT, L.P.

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


OAKTREE CAPITAL MANAGEMENT GP, LLC

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


ATLAS OCM HOLDINGS, LLC

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


OAKTREE CAPITAL GROUP, LLC

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


OAKTREE CAPITAL I, L.P.

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


OCM HOLDINGS I, LLC

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director


OAKTREE HOLDINGS, LLC

By:		/s/ Jeffrey Joseph
		Name: Jeffrey Joseph
		Title: Managing Director

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

Oaktree Strategic Income Corp SC 13D/A