4//SEC Filing
Frank John 4
Accession 0000899243-19-024706
CIK 0001403528other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 4:46 PM ET
Size
26.6 KB
Accession
0000899243-19-024706
Insider Transaction Report
Form 4
Frank John
DirectorManaging Principal
Transactions
- Disposition to Issuer
OCGH Units
2019-09-30−1,179,717→ 0 total→ Class A Units (1,179,717 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−14,485→ 57,947 total(indirect: By Trust)→ Class A Units (14,485 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−14,759→ 99,043 total(indirect: By Trust)→ Class A Units (14,759 underlying) - Disposition to Issuer
Class A Units
2019-09-30−41,667→ 0 total - Disposition to Issuer
OCGH Units
2019-09-30−18,986→ 75,945 total(indirect: By Trust)→ Class A Units (18,986 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−292,432→ 1,179,717 total→ Class A Units (292,432 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−99,043→ 0 total(indirect: By Trust)→ Class A Units (99,043 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−57,947→ 0 total(indirect: By Trust)→ Class A Units (57,947 underlying) - Disposition to Issuer
OCGH Units
2019-09-30−75,945→ 0 total(indirect: By Trust)→ Class A Units (75,945 underlying)
Footnotes (7)
- [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 aggregate 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.
- [F5]Held by a trust controlled by Mr. Frank in his capacity as trustee.
- [F6]Held by a trust controlled by Mr. Frank in his capacity as trustee.
- [F7]Held by a trust controlled by Mr. Frank in his capacity as trustee.
Documents
Issuer
Oaktree Capital Group, LLC
CIK 0001403528
Entity typeother
Related Parties
1- filerCIK 0001372819
Filing Metadata
- Form type
- 4
- Filed
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 4:46 PM ET
- Size
- 26.6 KB