Brookfield Oaktree Holdings, LLC — Director's Dealing 2014

Mar 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2014-03-10

Reporting Person: Ford B James (Managing Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-10	OCGH Units	$	M	62144	Disposed		Class A Units (62144)	Direct
2014-03-10	OCGH Units	$	F	1879	Disposed		Class A Units (1879)	Direct

Footnotes

F1: In connection with the March 2014 public offering (the "Offering") of the Issuer's Class A units (the "Class A units"), the Reporting Person exchanged 62,144 limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") for cash at a purchase price per OCGH unit of $59.33, which is equal to the price per Class A unit in the Offering paid to the Issuer by the underwriter, with adjustments to account for the Reporting Person's disproportionate interest in the historical incentive income of certain of the Issuer's closed-end funds, as further described in footnotes 2 and 3 below.

F2: Each OCGH unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by the Issuer's board of directors, 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 Issuer's board of directors, Class A units 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 3)

F3: 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.

F4: Represents the number of OCGH Units withheld by the Issuer or its subsidiaries to satisfy the Reporting Person's tax withholding obligations upon the vesting of certain OCGH units held by the Reporting Person.