ASTROTECH Corp — Major Shareholding Notification 2007

Sep 10, 2007

SC 13G/A 1 a07-23550_1sc13ga.htm SC 13G/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*(Rule 13d-102)*

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED*

*PURSUANT TO RULE 13d-2(b)*

*Under the Securities Exchange Act of 1934*

*(Amendment No. 1)**

*SPACEHAB, Inc.*

(Name of Issuer)

*Common Stock, no par value (underlying securities into which 5.5% Senior Convertible Notes due 2010 are convertible)*

(Title of Class of Securities)

*846243AD5*

(CUSIP Number)

*August 31, 2007*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 846243AD5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Management, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 4.9% | |
| 12. | Type of Reporting Person
(See Instructions) IA, OO | |

(1) Solely in its capacity as the general partner or investment manager of certain funds and accounts.

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| CUSIP No. 846243AD5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Holdings, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 4.9% | |
| 12. | Type of Reporting Person
(See Instructions) CO | |

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

3

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| CUSIP No. 846243AD5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Group, LLC | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 4.9% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

(1) Solely in its capacity as the sole shareholder of Oaktree Holdings, Inc.

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| CUSIP No. 846243AD5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Group Holdings, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 4.9% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

(1) Solely in its capacity as the holder of the majority of voting units of Oaktree Capital Group, LLC.

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| CUSIP No. 846243AD5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Group Holdings GP, LLC | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 666,667 (underlying securities into which 5.5% Senior Convertible Notes due
2010 are convertible) (1) | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 4.9% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

(1) Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P.

6

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This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on July 20, 2006 (referred to as the “Original Schedule 13G”) filed by Oaktree Capital Management, LLC, a California limited liability company (n/k/a Oaktree Capital Management, L.P., a Delaware limited partnership). This Amendment No. 1 is being filed jointly by Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P., and Oaktree Capital Group Holdings GP, LLC.

Item 1.
(a)	Name of Issuer SPACEHAB, Inc. (the “Issuer”)
(b)	Address of Issuer’s
Principal Executive Offices 12130 Highway 3 Building 1 Webster, TX 77598-1504
Item 2.
(a) – (c)	Name of Persons
Filing, Address of Principal Business
Office of the Reporting Persons; and Citizenship:
This Amendment No. 1 is
filed jointly, pursuant to a joint filing agreement attached hereto as
Exhibit 1, by: (1) Oaktree Capital Management, L.P.
(formerly Oaktree Capital Management, LLC), a Delaware limited partnership
(“Oaktree LP”) and a registered investment adviser under the Investment
Advisers Act of 1940, as amended, and whose principal business is to provide
investment management services to certain investment funds and accounts; (2) Oaktree Holdings, Inc., a Delaware
corporation (“Holdings Inc.”), whose principal business is to serve as, and
perform the functions of, the general partner of Oaktree LP; (3) Oaktree Capital Group, LLC, a
Delaware limited liability company (“OCG”), whose principal business is to
act as the holding company and controlling entity of each of the general
partner and investment adviser of certain investment funds and separately
managed accounts; (4) Oaktree Capital Group Holdings,
L.P., a Delaware limited partnership (“OCGH”), whose principal business is to
hold voting interests in OCG and other interests in each of the general
partner and investment adviser of certain investment funds and separately
managed accounts; and (5) Oaktree Capital Group Holdings GP,
LLC, a Delaware limited liability company (“OCGH GP” and, together with
Oaktree LP, Holdings Inc., OCG and OCGH, collectively, the “Reporting
Persons” and, each individually, a “Reporting Person”), whose principal
business is to serve as, and perform the functions of, the general partner of
OCGH. The addition of
Reporting Persons who were not previously filers of the Original Schedule 13G
is being made to reflect the internal corporate restructuring of Oaktree
Capital Management, LLC on May 25, 2007. The principal
business address of each of the Reporting Persons is c/o Oaktree Capital
Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles,
California 90071.
(d)	Title of Class of
Securities Common Stock, no par value (underlying securities into which 5.5% Senior
Convertible Notes due 2010 are convertible) (the “Common Stock”)
(e)	CUSIP Number 846243AD5

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| Item 3. — (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | o | Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8). |
| (e) | o | An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |

Item 4.
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a)	Amount beneficially
owned: 666,667 (underlying
securities into which 5.5% Senior Convertible Notes due 2010 are convertible)
(b)	Percent of class: 4.9%
	All calculations of percentage ownership in this
Amendment No. 1 are based on a total of 13,693,863 shares of Common Stock
outstanding, which is the sum of (a) 13,027,196 shares of Common Stock
outstanding as of August 27, 2007, as disclosed in the Issuer’s Schedule TO
filed on August 31, 2007, plus (b) 666,667 shares of Common Stock issuable
upon the conversion of the 5.5% Senior
Convertible Notes due 2010 held by certain funds and accounts managed
by Oaktree LP.
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote 666,667 (underlying
securities into which 5.5% Senior Convertible Notes due 2010 are convertible)
	(ii)	Shared power to vote or to
direct the vote -0-
	(iii)	Sole power to dispose or
to direct the disposition of 666,667 (underlying
securities into which 5.5% Senior Convertible Notes due 2010 are convertible)
	(iv)	Shared power to dispose or
to direct the disposition of -0-

• Oaktree LP is filing this Schedule 13G in its capacity as the general partner or investment manager of the funds and accounts set forth below. The other Reporting Persons are filing this Schedule 13G due to their relationship with Oaktree LP. (i) OCM High Income Convertible Limited Partnership, a Delaware limited partnership (“OCM High Income”); (ii) OCM High Income Convertible Fund II, L.P., a Delaware limited partnership (“OCM High Income II”); and (iii) Various third party separate accounts (“Separate Accounts,” and together with the OCM High Income and OCM High Income II, the “OCM Funds and Accounts”).

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| The OCM Funds and Accounts
generally invest in a diversified portfolio of convertible bond
securities. The investment decisions
for each of the OCM Funds and Accounts are made on an individual basis based
on the respective guidelines of each of the OCM Funds and Accounts. The OCM Funds and Accounts collectively own
$1,000,000 aggregate principal amount of 5.5% Senior Convertible Notes due
2010 which are currently convertible into 666,667 shares of the Issuer’s
common stock. Based on Oaktree LP’s
relationship with the OCM Funds and Accounts and the other Reporting Persons’
relationship with Oaktree LP, each Reporting Person may be deemed to
beneficially own the shares of Common Stock into which the 5.5% Senior
Convertible Notes due 2010 held by each of the OCM Funds and Accounts are
convertible, although no Reporting Person has any material pecuniary interest
in any of such bonds. | |
| --- | --- |
| Item 5. | Ownership of Five Percent
or Less of a Class |
| If this statement is
being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following x . | |
| Item 6. | Ownership of More than
Five Percent on Behalf of Another Person |
| The securities reported
on this Schedule 13G are directly held by OCM High Income, OCM High Income II
or the Separate Accounts. None of the
OCM Funds and Accounts beneficially owns on an individual, as converted, basis
more than 5% of the outstanding shares of the Issuer’s Common Stock. | |
| Item 7. | Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
| Not applicable. | |
| Item 8. | Identification and
Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of
Group |
| Not applicable. | |

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| Item 10. |
| --- |
| By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose
or effect. |

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*SIGNATURE*

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated as of this 10 th day of September, 2007.

| OAKTREE CAPITAL MANAGEMENT,
L.P. | |
| --- | --- |
| By: | /s/ Andrew Watts |
| Name: Andrew
Watts | |
| Title: Managing
Director | |
| By: | /s/ Lisa Arakaki |
| Name: Lisa
Arakaki | |
| Title: Senior
Vice President, Legal | |
| OAKTREE
HOLDINGS, INC. | |
| By: | /s/ Todd Molz |
| Name: Todd Molz | |
| Title: Sole
Director, Vice President and Secretary | |
| By: | /s/ Lisa Arakaki |
| Name: Lisa
Arakaki | |
| Title: Vice
President and Assistant Secretary | |
| OAKTREE CAPITAL
GROUP, LLC | |
| By: | /s/ Todd Molz |
| Name: Todd Molz | |
| Title: Senior
Vice President and Secretary | |
| By: | /s/ Lisa Arakaki |
| Name: Lisa
Arakaki | |
| Title: Vice
President and Assistant Secretary | |

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| OAKTREE CAPITAL GROUP
HOLDINGS, L.P. | |
| --- | --- |
| By: Oaktree
Capital Group Holdings GP, LLC | |
| Its: General
Partner | |
| By: | /s/ Todd Molz |
| Name: Todd Molz | |
| Title: Managing
Director and General Counsel | |
| By: | /s/ Richard Ting |
| Name: Richard
Ting | |
| Title: Senior
Vice President | |
| OAKTREE CAPITAL
GROUP HOLDINGS GP, LLC | |
| By: | /s/ Todd Molz |
| Name: Todd Molz | |
| Title: Managing
Director and General Counsel | |
| By: | /s/ Richard Ting |
| Name: Richard
Ting | |
| Title: Senior
Vice President | |

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