Larry W Keele Form 4 Oaktree Capital / Larry W Keele 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^*

Keele Larry W

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL GROUP, LLC

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

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)
Class A Units	09/30/2019		D		8,656	D	⁽¹⁾	0	D

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	⁽²⁾	09/30/2019		D			390,636	⁽²⁾	⁽²⁾	Class A Units	390,636	⁽³⁾	1,562,545	D
OCGH Units	⁽²⁾⁽⁴⁾	09/30/2019		D			1,562,545	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Class A Units⁽²⁾⁽⁴⁾	1,562,545	⁽⁴⁾	0⁽⁴⁾	D
OCGH Units	⁽²⁾	09/30/2019		D			79,127	⁽²⁾	⁽²⁾	Class A Units	79,127	⁽³⁾	316,507	I	By trust⁽⁵⁾
OCGH Units	⁽²⁾⁽⁴⁾	09/30/2019		D			316,507	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Class A Units⁽²⁾⁽⁴⁾	316,507	⁽⁴⁾	0⁽⁴⁾	I	By trust⁽⁵⁾
OCGH Units	⁽²⁾	09/30/2019		D			76,550	⁽²⁾	⁽²⁾	Class A Units	76,550	⁽³⁾	306,203	I	By trust⁽⁶⁾
OCGH Units	⁽²⁾⁽⁴⁾	09/30/2019		D			306,203	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Class A Units⁽²⁾⁽⁴⁾	306,203	⁽⁴⁾	0⁽⁴⁾	I	By trust⁽⁶⁾

Explanation of Responses:

1. 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").

2. 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.

3. Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration.

4. 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.

5. Held by a trust controlled by Mr. Keele in his capacity as trustee.

6. Held by a trust controlled by Mr. Keele in his capacity as trustee.

Remarks:

Mr. Keele disclaims beneficial ownership of the OCGH units reported in this Form 4, except to the extent of his pecuniary interest therein. Mr. Keele ceased to be a member of the board of directors of Oaktree upon consummation of the Merger.

	/s/ Richard Ting, Attorney-in-fact	10/02/2019
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Larry W Keele Form 4Oaktree Capital / Larry W Keele ownership change