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Sec Form 4 Filing - Partners Ltd @ Montrose Environmental Group Inc. - 2020-11-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Partners Ltd
2. Issuer Name and Ticker or Trading Symbol
Montrose Environmental Group, Inc. [ MEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
BROOKFIELD PLACE, 181 BAY STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2020
(Street)
TORONTO, A6M5J 2T3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 11/30/2020 S 4,322,644 ( 1 ) ( 2 ) ( 3 ) D $ 27.81 0 I See Footnote ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE HOLDINGS, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OCM Montrose II Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
OCM Montrose Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Signatures
See Signatures Included in Exhibit 99.1 12/02/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 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.

Remarks:
This is part 1 of a 2 part filing.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.