Sec Form 4 Filing - OCM Principal Opportunities Fund IV Delaware, L.P. @ AdvancePierre Foods Holdings, Inc. - 2017-01-24

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.

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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 *
OCM Principal Opportunities Fund IV Delaware, L.P.
2. Issuer Name and Ticker or Trading Symbol
AdvancePierre Foods Holdings, Inc. [ APFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2017
(Street)
LOS ANGELES, CA90071
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, par value $0.01 per share 01/24/2017 S 11,536,418 D $ 27 31,732,120 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) D
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
OCM Principal Opportunities Fund IV Delaware, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE CAPITAL MANAGEMENT LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM Principal Opportunities Fund IV, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM Principal Opportunities Fund IV GP LTD
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM Principal Opportunities Fund IV GP, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OAKTREE HOLDINGS, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM HOLDINGS I, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
OCM Principal Opportunities Fund IV Delaware GP Inc.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Signatures
See Signatures Included in Exhibit 99.1 01/26/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )OCM Principal Opportunities Fund IV Delaware, L.P. ("POF IV Delaware") directly owns 31,732,120 shares of the common stock (the "Common Stock") of AdvancePierre Foods Holdings, Inc. ("Issuer"). This Form 4 is also being filed by (i) OCM Principal Opportunities Fund IV Delaware GP Inc. ("POF IV Delaware GP"), in its capacity as the general partner of POF IV Delaware; (ii) OCM Principal Opportunities Fund IV, L.P. ("POF IV"), in its capacity as the sole shareholder of POF IV Delaware GP; (iii) OCM Principal Opportunities Fund IV GP, L.P. ("POF IV GP"), in its capacity as the general partner of POF IV; (iv) OCM Principal Opportunities Fund IV GP Ltd. ("POF IV GP Ltd"), in its capacity as the general partner of POF IV GP; (v) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the sole shareholder of POF IV GP Ltd; (vi) Oaktree Capital Management, L.P. ("OCM LP"), in its capacity as the sole director of POF IV GP Ltd; (continued in footnote 2).
( 2 )(continued from footnote 1) (vii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I; (viii) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as the general partner of OCM LP; (ix) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I; (x) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I; (xi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings LLC and in its capacity as the sole shareholder of Holdings Inc.; and (xii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with POF IV Delaware GP, POF IV Delaware, POF IV, POF IV GP, POF IV GP Ltd, GP I, OCM LP, Capital I, Holdings Inc., Holdings I, Holdings LLC and OCG, collectively, the "Reporting Persons"), in its capacity as the duly appointed manager of OCG.
( 3 )Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of its respective pecuniary interest 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 Common Stock covered by this Form 4.
( 4 )OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Sheldon M. Stone and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 4.
( 5 )The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

Remarks:
This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same holdings described above.

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.
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