Brookfield Oaktree Holdings, LLC — Director's Dealing 2017

Jun 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Runway Growth Credit Fund Inc. (NONE)
CIK: 0001653384
Period of Report: 2017-06-12

Reporting Person: OCM Growth Holdings LLC (Director, 10% Owner)
Reporting Person: Oaktree Fund GP, LLC (Director, 10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (Director, 10% Owner)
Reporting Person: Oaktree Capital I, L.P. (Director, 10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (Director, 10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (Director, 10% Owner)
Reporting Person: Oaktree Capital Group, LLC (Director, 10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-12	Common Stock	P	909442.73	$15	Acquired	1662222.73	Direct

Footnotes

F1: OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC") ("OCMGH"), directly owns 1,662,222.73 shares of common stock (the "Common Stock") of Runway Growth Credit Fund, Inc. ("Issuer"). This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLP, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I, (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC ("Holdings"), in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as duly elected manager of OCG.

F2: Each of OGH GP, OCMGH, GP LLC, GP I LLC, Capital I, Holdings I, Holdings and OCG (collectively, the "Reporting Persons") disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

F3: OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.

F4: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.