Brookfield Oaktree Holdings, LLC — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2012-05-23

Reporting Person: MASSON DAVID RICHARD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	OCGH Units	$	G	3236561	Disposed		Class A Units (3236561)	Direct
2012-05-23	OCGH Units	$	G	3236561	Acquired		Class A Units (3236561)	Indirect

Footnotes

F1: This Form 4 has been filed to report a gift of 3,236,561 limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH") in the aggregate by Mr. Masson to trusts controlled by Mr. Masson (the "Masson Trusts") on May 23, 2012. For the avoidance of doubt, following such transactions, there was no change in the aggregate number of OCGH units beneficially owned by Mr. Masson.

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 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 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: This balance represents the number of OCGH units held directly by Mr. Masson as of the date of this filing and reflects other transactions previously reported by Mr. Masson on Form 4 since May 23, 2012. Mr. Masson disclaims beneficial ownership of the OCGH units reported on this Form 4, except to the extent of his pecuniary interest therein.

F5: This balance represents the number of OCGH units held by the Masson Trusts as of the date of this filing and reflects other transactions previously reported by Mr. Masson on Form 4 since May 23, 2012.