CBL & Associates Properties (CBL) Form 4 Change in insider ownership

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^*

Oaktree Capital Management GP, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2022

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2022		C		2,161,983	A	$16.67	3,983,967(1)	I	See footnotes(3)(4)(5)
Common Stock	02/01/2022		C		243,420	A	$16.67	585,735(2)	I	See footnotes(3)(4)(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7.0% Exchangeable Senior Secured Notes due 2028	$16.67	02/01/2022		C			2,161,983	11/01/2021	11/15/2028	Common Stock	2,161,983(6)	$29,527,685(7)	0	I	See footnotes(3)(4)(5)
7.0% Exchangeable Senior Secured Notes due 2028	$16.67	02/01/2022		C			243,420	11/01/2021	11/15/2028	Common Stock	243,420(6)	$3,324,573(7)	0	I	See footnotes(3)(4)(5)

1. Name and Address of Reporting Person^*

Oaktree Capital Management GP, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas OCM Holdings, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WELLS STREET GLOBAL PARTNERS LP

(Last) (First) (Middle)

BROOKFIELD PUBLIC SECURITIES GROUP LLC

110 N. WACKER DRIVE, SUITE 2700

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Public Securities Group LLC

(Last) (First) (Middle)

225 LIBERTY STREET

43RD FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Public Securities Group Holdings LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281-1023

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last) (First) (Middle)

250 VESEY STREET

15TH FLOOR

(Street)

NEW YORK NY 10281-1023

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. PO BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Holdings Canada Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. PO BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Explanation of Responses:

1. Consists of shares of common stock held by OCM Xb CBL-E Holdings, LLC ("Xb CBL-E").

2. Consists of shares of common stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings").

3. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) VOF Holdings, (ii) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), in its capacity as the general partner of VOF Holdings, (iii) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), in its capacity as the general partner of VOF GP, (iv) Xb CBL-E, (v) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of Xb CBL-E, (vi) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (vii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (viii) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (ix) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (x) Oaktree Capital Management, L.P. ("Management"), in its capacity (cont'd in FN4)

4. (con't from FN3) as the sole director of VOF GP Ltd, (xi) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of Management, (xii) Atlas OCM Holdings LLC ("Atlas"), in its capacity as the manager of Management GP, (xiii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (xiv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, (xv) Wells Street Global Partners LP ("WSGP"), (xvi) Brookfield Public Securities Group LLC ("Securities Group"), in its capacity as the sole member of the general partner of WSGP, (xvii) Brookfield Public Securities Group Holdings LLC ("Securities Group Holdings"), in its capacity as the sole member of Securities Group, (xviii) Brookfield US Inc. ("Brookfield US"), in its capacity as the managing member of Securities Group Holdings, (xix) Brookfield US Holdings Inc. ("Brookfield US Holdings"), in (con't in FN5)

5. (con't from FN4) its capacity as the sole shareholder of Brookfield US, (xx) Brookfield Holdings Canada Inc. ("Brookfield Holdings Canada"), in its capacity as the sole shareholder of Brookfield US Holdings, (xxi) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG and Atlas and sole shareholder of Brookfield Holdings Canada and (xxii) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

6. Consists of shares of Common Stock received upon exchange of the Exchangeable Notes plus shares of Common Stock received as accrued interest and the make-whole payment in connection with the exchange of the Exchangeable Notes pursuant to the Indenture.

7. Pursuant to the terms of that certain exchangeable notes indenture, dated November 1, 2021 (the "Indenture"), the 7.0% Exchangeable Senior Secured Notes due 2028 ("Exchangeable Notes") were exchanged into Common Stock of CBL & Associates Properties, Inc. (the "Company") at the Company's election, at the initial exchange rate, subject to adjustment in the manner set forth in the Indenture, of 60 shares of Common Stock for each $1,000 in aggregate principal amount of Exchangeable Notes, and the Reporting Persons received 434,269 shares of Common Stock as accrued interest and the make-whole payment.

Remarks:

Form 2 of 3

	/s/ See Signatures Included in Exhibit 99.1	04/06/2022
	** Signature of Reporting Person	Date
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