Karsh Bruce A Form 4 Oaktree Capital / BRUCE A KARSH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KARSH BRUCE A

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oaktree Capital Group, LLC [ OAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OCGH Units⁽¹⁾	⁽²⁾⁽³⁾	11/27/2012		G⁽¹⁾			350,828	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	350,828	$0.00	21,437,398⁽⁴⁾	D
OCGH Units	⁽²⁾⁽³⁾	11/27/2012		G⁽¹⁾		350,828		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	350,828	$0.00	350,828⁽⁵⁾	I	See footnote⁽⁶⁾
OCGH Units	⁽²⁾⁽³⁾	01/10/2013		G⁽¹⁾			3,157,452	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	3,157,452	$0.00	13,850,418⁽⁷⁾	D
OCGH Units	⁽²⁾⁽³⁾	01/10/2013		G⁽¹⁾		3,157,452		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	3,157,452	$0.00	3,508,280⁽⁸⁾	I	See footnote⁽⁶⁾
OCGH Units	⁽²⁾⁽³⁾	07/01/2013		G⁽¹⁾			3,225,326	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	3,225,326	$0.00	0⁽⁹⁾	I	See footnote⁽⁶⁾
OCGH Units	⁽²⁾⁽³⁾	07/01/2013		G⁽¹⁾		3,225,326		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Units	3,225,326	$0.00	2,925,002⁽¹⁰⁾	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. This Form 4 has been filed to report (a) a transfer of 350,828 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") by Mr. Karsh to an entity controlled by Mr. Karsh ("Karsh Entity A") on November 27, 2012, (b) a transfer of 3,157,452 OCGH units by Mr. Karsh to Karsh Entity A on January 10, 2013 and (c) a transfer of 3,225,326 OCGH units by Karsh Entity A to another entity controlled by Mr. Karsh ("Karsh Entity B") on July 1, 2013. For the avoidance of doubt, following such transactions, there was no change in the aggregate number of OCGH units beneficially owned by Mr. Karsh.

2. Each OCGH unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by the Issuer's board of directors, each holder of OCGH units has the right to exchange his or her vested OCGH units for, at the option of the Issuer's board of directors, Class A units on a one-for-one basis, an equivalent amount of cash based on then-prevailing market prices, other consideration of equal value or any combination of the foregoing, with adjustments, as applicable, to account for the disproportionate sharing among certain OCGH unitholders of the historical incentive income of certain of the Issuer's closed-end funds that held their final closing before the Issuer's May 2007 restructuring. (Continued in footnote 3)

3. The adjustments will be made pursuant to the OCGH limited partnership agreement to account for the fact that, as a result of the May 2007 restructuring, the interests of certain OCGH unitholders in historical incentive income are disproportionately larger or smaller than their pro rata interest in the Issuer's business, depending on when the unitholder's interest in the Issuer's business was acquired.

4. This balance represents the number of OCGH units held by Mr. Karsh as of November 27, 2012 and includes OCGH units held by Mr. Karsh in one or more entities controlled by him.

5. This balance represents the number of OCGH units held by Karsh Entity A as of November 27, 2012.

6. Held by Karsh Entity A.

7. This balance represents the number of OCGH units held by Mr. Karsh as of the date of this filing and reflects other transactions previously reported by Mr. Karsh on Form 4 since November 27, 2012. Includes OCGH units held by Mr. Karsh in one or more entities controlled by him.

8. This balance represents the number of OCGH units held by Karsh Entity A as of January 10, 2013 and reflects other transactions between November 27, 2012 and January 10, 2013 previously reported by Mr. Karsh on Form 4 since November 27, 2012.

9. This balance represents the number of OCGH units held by Karsh Entity A as of the date of this filing.

10. This balance represents the number of OCGH units held by Karsh Entity B as of the date of this filing and reflects other transactions previously reported by Mr. Karsh on Form 4 and Form 5 since July 1, 2013.

11. Held by Karsh Entity B.

Remarks:

Co-Chairman and Chief Investment Officer

	/s/ Richard Ting, Attorney-in-fact	02/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Karsh Bruce A Form 4Oaktree Capital / BRUCE A KARSH ownership change