Brookfield Oaktree Holdings, LLC — Director's Dealing 2012

Apr 12, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2012-04-09

Reporting Person: CLAYTON KEVIN L (Director, Principal)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Units	275	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OCGH Units	$		Class A Units (3458548)		Direct

Footnotes

F1: Each OCGH unit represents a limited partnership interest in Oaktree Capital Group Holdings, L.P., or OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by the board of directors of the Issuer, each holder of OCGH units has the right to exchange his or her vested OCGH units following the expiration of any applicable lock-up period into, at the option of the board of directors of the Issuer, Class A units of the Issuer on a one-for-one basis, an equivalent amount of cash based on then-prevailing market prices, other consideration of equal value or any combination of the foregoing, with adjustments, as applicable, to account for the disproportionate sharing among certain OCGH unitholders of the historical incentive income of certain of the Issuer's closed-end funds that held their final closing before the Issuer's May 2007 restructuring. (Continued in Footnote 2)

F2: The adjustments will be made pursuant to the OCGH limited partnership agreement to account for the fact that, as a result of the May 2007 restructuring, the interests of certain OCGH unitholders in historical incentive income are disproportionately larger or smaller than their pro rata interest in the Issuer's business, depending on when the unitholder's interest in the Issuer's business was acquired.