Brookfield Oaktree Holdings, LLC — Director's Dealing 2017

Feb 16, 2017

SEC Form 5/A — Form 5/A

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2016-12-31

Reporting Person: KIRCHHEIMER DAVID M (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-16	OCGH Units	$	G	197098	Disposed		Class A Units (197098)	Indirect
2016-11-16	OCGH Units	$	G	197098	Acquired		Class A Units (197098)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OCGH Units	$		Class A Units (1222746)	1222746	Direct

Footnotes

F1: This Form 5 has been filed to report a transfer of 197,098 limited partnership units ("OCGH units") of Oaktree Capital Group Holdings, L.P. ("OCGH") in the aggregate by a grantor retained annuity trust to certain trusts controlled by Mr. Kirchheimer in his capacity as trustee (the "Kirchheimer Trusts") in accordance with the terms of the grantor retained annuity trust. The OCGH units transferred by the grantor retained annuity trust had previously been reported as directly owned by Mr. Kirchheimer. For the avoidance of doubt, following such transactions, there was no change in the aggregate number of OCGH units beneficially owned by Mr. Kirchheimer.

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 by Mr. Kirchheimer as of the date of this filing, including OCGH units held by Mr. Kirchheimer in one or more grantor retained annuity trusts. Mr. Kirchheimer disclaims beneficial ownership of the OCGH units reported on this Form 5, except to the extent of his pecuniary interest therein.