Sec Form 4 Filing - Oaktree Capital Group Holdings GP, LLC @ CBL & ASSOCIATES PROPERTIES INC - 2024-04-24

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
Oaktree Capital Group Holdings GP, LLC
2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL]
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)
333 SOUTH GRAND AVENUE,, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2024
(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 04/24/2024 S 7,131 D $ 21.75 ( 1 ) 0 ( 2 ) I See Footnotes ( 4 )
Common Stock 4,005,127 ( 3 ) I See Footnotes ( 4 )
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
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Value Opportunities Fund Holdings, L.P.
333 SOUTH GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA90071
X
OCM Xb CBL-E Holdings, LLC
333 SOUTH GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Holdings, LLC
333 SOUTH GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA90071
X
Brookfield Oaktree Holdings, LLC
333 SOUTH GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA90071
X
BROOKFIELD Corp /ON/
BROOKFIELD PLACE, SUITE 100
181 BAY ST.
TORONTO, A6M5J2T3
X
BAM Partners Trust
BROOKFIELD PLACE, SUITE 100
181 BAY ST.
TORONTO, A6M5J2T3
X
Signatures
/s/ See Signatures Included in Exhibit 99.1 04/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.75 to $21.77. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within this range.
( 2 )The reported securities, which were previously received in a pro rata distribution exempt from reporting pursuant to Rule 16a-9, consisted of shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings").
( 3 )Consists of shares of Common Stock held by OCM Xb CBL-E Holdings, LLC ("Xb CBL-E"), inclusive of 21,160 shares of Common Stock received in a pro rata distribution exempt from reporting pursuant to Rule 16a-9.
( 4 )Oaktree Capital Holdings, LLC (f/k/a Atlas OCM Holdings LLC) ("OCH") is the indirect manager of VOF Holdings, and therefore may be deemed to have indirect beneficial ownership of the shares of Common Stock held by VOF Holdings. Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC) ("BOH") is the indirect manager of both VOF Holdings and Xb CBL-E. Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the indirect owner of the class B units of each of BOH and OCH. Brookfield Corporation ("BN") is the indirect owner of the class A units of each of BOH and OCH. BAM Partners Trust ("BAM Partnership") is the sole owner of Class B Limited Voting Shares of BN. As a result of the foregoing relationships, each of BOH, OCGH GP, BN, and BAM Partnership may be deemed to have indirect beneficial ownership of the shares of Common Stock held by VOF Holdings and Xb CBL-E.

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