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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )Consists of 1,666 shares of Montrose Environmental Group, Inc.?s (the ?Company?) directly beneficially owned by OCM FIE, LLC (?OCM FIE?)|
( 2 )Consists of 2,320,979 shares of the Company directly beneficially owned by OCM Montrose Holdings, L.P. (?OCM Montrose?)
( 3 )Consists of 1,999,999 shares of the Company directly beneficially owned by OCM Montrose II Holdings, L.P. (?OCM Montrose II?)
( 4 )This Form 4 is being filed jointly by (each, a ?Reporting Person? and, collectively, the ?Reporting Persons?) (i) OCM Montrose, (ii) OCM Montrose II, (iii) Oaktree Fund GP, LLC (?Fund GP?), in its capacity as the general partner of OCM Montrose and OCM Montrose II, (iv) Oaktree Fund GP I, L.P. (?Fund GP I?), in its capacity as the managing member of Fund GP, (v) Oaktree Capital I, L.P. (?Capital I?), in its capacity as the general partner of Fund GP I, (vi) OCM Holdings I, LLC (?Holdings I?), in its capacity as general partner of Capital I, (vii) Oaktree Holdings, LLC (?Holdings LLC?), in its capacity as the managing member of Holdings I, (viii) OCM FIE, (ix) Oaktree Capital Management, L.P. (?OCM L.P.?), in its capacity as the managing member of OCM FIE, (x) Oaktree Holdings, Ltd. (?Holdings Ltd.?), (cont?d in FN 5)
( 5 )(cont?d from FN 4) in its capacity as the general partner of OCM L.P., (xi) Oaktree Capital Group, LLC (?OCG?), in its capacity as the managing member of Holdings LLC and sole director of Holdings Ltd., (xii) Brookfield Asset Management Inc. (?BAM?), in its capacity as the indirect owner of the class A units of OCG and (xiii) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
This is part 1 of a 2 part filing.
|* 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).|