Brookfield Oaktree Holdings, LLC — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2015-03-11

Reporting Person: MARKS HOWARD S (Director, Co-Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-11	Class B Units	D	600000	$0.00	Disposed	105310421	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-11	OCGH Units	$	M	137883	Disposed		Class A Units (137883)	Direct

Footnotes

F1: In connection with the underwriter's exercise of its option (the "Option Exercise") to purchase additional Class A units (the "Class A units") in the Issuer's March 2015 public offering (the "Offering"), certain holders of limited partnership units ("OCGH units") in Oaktree Capital Group Holdings, L.P. ("OCGH") exchanged 600,000 vested OCGH units for cash pursuant to an exchange agreement. Upon the exchange of such OCGH units, 600,000 of the Issuer's Class B units ("Class B units") were cancelled by the Issuer.

F2: OCGH holds 105,310,421 Class B units. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH units held by all of the members of the executive committee as a group, the Reporting Person and Bruce Karsh, the Issuer's Co-Chairman and Chief Investment Officer, may be deemed to be beneficial owners of the securities held by OCGH.

F3: Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the Class B units reported herein, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. Since March 9, 2015 and without giving effect to the Class B units cancelled in connection with the Option Exercise, the number of Class B units held by OCGH has not changed.

F4: In connection with the Option Exercise, the Reporting Person exchanged 137,883 OCGH units for cash at a purchase price per OCGH unit of $51.70, which is equal to the price per Class A unit in the Offering (including the Option Exercise) 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 5 and 6 below.

F5: 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 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 6)

F6: 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.