Sec Form 4 Filing - Frank John @ Oaktree Capital Group, LLC - 2018-02-12

Insider filing report for Changes in Beneficial Ownership
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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)
02/12/2018
(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 ) ( 3 ) 02/12/2018 M( 1 ) 17,570 ( 2 )( 3 ) ( 2 )( 3 ) Class A Units 17,570 $ 43.95 ( 1 ) 72,432 I By trust ( 4 )
OCGH Units ( 1 ) ( 2 ) ( 3 ) 02/12/2018 M( 1 ) 17,570 ( 2 )( 3 ) ( 2 )( 3 ) Class A Units 17,570 $ 43.95 ( 1 ) 94,931 I By trust ( 5 )
OCGH Units ( 1 ) ( 2 ) ( 3 ) 02/12/2018 M( 1 ) 13,723 ( 2 )( 3 ) ( 2 )( 3 ) Class A Units 13,723 $ 43.95 ( 1 ) 25,330 I By trust ( 6 )
OCGH Units ( 1 ) ( 2 ) ( 3 ) 02/12/2018 M( 1 ) 35,141 ( 2 )( 3 ) ( 2 )( 3 ) Class A Units 35,141 $ 43.95 ( 1 ) 213,160 I By Frank 2012 Family LLC ( 7 )
OCGH Units ( 1 ) ( 2 ) ( 3 ) 02/12/2018 M( 1 ) 35,141 ( 2 )( 3 ) ( 2 )( 3 ) Class A Units 35,141 $ 43.95 ( 1 ) 1,507,149 D
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 02/14/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the February 2018 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), Mr. Frank, three trusts controlled by Mr. Frank in his capacity as trustee and a family limited liability company controlled by Mr. Frank exchanged an aggregate of 119,145 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") for cash at a purchase price per OCGH unit of $43.95, which is equal to the price per Class A unit in the Offering paid to the Issuer by the underwriter, with adjustments to account for (i) financial advisory fees paid by the Issuer and (ii) the Reporting Person's disproportionate interest in the historical incentive income of certain of the Issuer's closed-end funds, as further described in footnotes 2 and 3 below.
( 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 into, 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 )Held by a trust controlled by Mr. Frank in his capacity as trustee.
( 5 )Held by a trust controlled by Mr. Frank in his capacity as trustee.
( 6 )Held by a trust controlled by Mr. Frank in his capacity as trustee.
( 7 )Held by a limited liability company controlled 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.

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