Sec Form 4 Filing - Frank John @ Oaktree Capital Group, LLC - 2017-12-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Frank John 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) Vice Chairman (Last) (First) (Middle) C/O OAKTREE CAPITAL GROUP, LLC, 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2017 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 3 ) V 112,502 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 112,502 $ 0 112,501 I By grantor retained annuity trust ( 3 ) OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 3 ) V 112,502 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 112,502 $ 0 112,502 I By trust ( 3 ) OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 4 ) V 112,501 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 112,501 $ 0 0 I By grantor retained annuity trust ( 4 ) OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 4 ) V 112,501 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 112,501 $ 0 112,501 I By trust ( 4 ) OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 5 ) V 22,500 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 22,500 $ 0 90,002 I By trust ( 3 ) OCGH Units ( 1 ) ( 2 ) 12/31/2017 G( 6 ) V 16,553 ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 16,553 $ 0 248,301 I By Frank 2012 Family LLC ( 6 ) OCGH Units ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Units 1,607,290 1,607,290 ( 7 ) D ( 3 ) ( 4 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frank John C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Vice Chairman Signatures /s/ Richard Ting, Attorney-in-fact 01/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each limited partnership unit ("OCGH unit") of Oaktree Capital Group Holdings, L.P. ("OCGH") 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 2) ( 2 )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. ( 3 )Transfer of 112,502 OCGH units by a terminating grantor retained annuity trust to a trust controlled by Mr. Frank in his capacity as trustee for the benefit of a family member in accordance with the terms of the grantor retained annuity trust. The OCGH units transferred by the grantor retained annuity trust had previously been reported as directly owned by Mr. Frank. ( 4 )Transfer of 112,501 OCGH units by a terminating grantor retained annuity trust to a trust controlled by Mr. Frank in his capacity as trustee for the benefit of a different family member in accordance with the terms of the grantor retained annuity trust. The OCGH units transferred by the grantor retained annuity trust had previously been reported as directly owned by Mr. Frank. ( 5 )Transfer of 22,500 OCGH units by the trust for the benefit of a family member referenced in note 3 to such family member. ( 6 )Transfer of 16,553 OCGH units by a family limited liability company controlled by Mr. Frank to a family member. The OCGH units transferred by such limited liability company had previously been reported as directly owned by Mr. Frank. ( 7 )This balance represents the number of OCGH units held directly by Mr. Frank.

Remarks: Mr. Frank disclaims beneficial ownership of the OCGH units reported on this Form 4, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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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