Sec Form 4 Filing - KARSH BRUCE A @ Oaktree Capital Group, LLC - 2019-09-30

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 KARSH BRUCE A 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 (Last) (First) (Middle) C/O OAKTREE CAPITAL GROUP, LLC, 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2019 (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 Class A Units 09/30/2019 D 101,826 D 0 D Class A Units 09/30/2019 D 13,000 D 0 I See Footnotes ( 2 ) ( 3 )

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 ( 4 ) 09/30/2019 D 1,784,291 ( 4 ) ( 4 ) Class A Units 1,784,291 ( 5 ) 7,137,159 I See footnote ( 7 ) OCGH Units ( 4 ) ( 6 ) 09/30/2019 D 7,137,159 ( 4 )( 6 ) ( 4 )( 6 ) Class A Units ( 4 ) ( 6 ) 7,137,159 ( 6 ) 0 ( 6 ) I See footnote ( 7 ) OCGH Units ( 4 ) 09/30/2019 D 665,697 ( 4 ) ( 4 ) Class A Units 665,697 ( 5 ) 2,662,799 I By Karsh Trusts ( 8 ) OCGH Units ( 4 ) ( 6 ) 09/30/2019 D 2,662,799 ( 4 )( 6 ) ( 4 )( 6 ) Class A Units ( 4 ) ( 6 ) 2,662,799 ( 6 ) 0 ( 6 ) I By Karsh Trusts ( 8 ) OCGH Units ( 4 ) 09/30/2019 D 560,706 ( 4 ) ( 4 ) Class A Units 560,706 ( 5 ) 2,242,820 I See footnote ( 9 ) OCGH Units ( 4 ) ( 6 ) 09/30/2019 D 2,242,820 ( 4 )( 6 ) ( 4 )( 6 ) Class A Units ( 4 ) ( 6 ) 2,242,820 ( 6 ) 0 ( 6 ) I See footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KARSH BRUCE A C/O OAKTREE CAPITAL GROUP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X See Remarks Signatures /s/ Richard Ting, Attorney-in-fact 10/02/2019 Signature of Reporting Person Date

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 )Oaktree Capital Group Holdings, L.P. ("OCGH") held 13,000 Class A units. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH units held by all of the members of the executive committee as a group, the Reporting Person and Howard Marks, the Issuer's Co-Chairman, may be deemed to be beneficial owners of the securities held by OCGH. ( 3 )Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the Class A units reported herein as indirectly held, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. ( 4 )Each OCGH Unit represents a limited partnership interest in 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. ( 5 )Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration. ( 6 )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. ( 7 )This balance represents the number of OCGH units held by Mr. Karsh, including in one or more entities controlled by him. ( 8 )This balance represents the number of OCGH units held by certain trusts controlled by Mr. Karsh in his capacity as trustee (the "Karsh Trusts"). ( 9 )Held by an entity controlled by Mr. Karsh.

Remarks: Co-Chairman and Chief Investment Officer. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the limited partnership interests in OCGH reported herein as indirectly held, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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