Brookfield Oaktree Holdings, LLC — Director's Dealing 2016

Mar 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2016-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-10	Class A Units	M	110000	—	Acquired	211826	Direct
2016-03-11	Class A Units	G	110000	$0.00	Disposed	101826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-10	OCGH Units	$	M	110000	Disposed		Class A Units (110000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Units	13000	Indirect

Footnotes

F1: In furtherance of a charitable contribution (the "Charitable Contribution"), the Reporting Person exchanged 110,000 limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH") for 110,000 Class A units ("Class A units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 4 and 5 below.

F2: OCGH holds 13,000 Class A 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 A units reported herein as indirectly held, and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein.

F4: 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 may exchange, or may be required to exchange, if approved by the Issuer's board of directors, his or her OCGH units for, 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 5)

F5: 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.