Brookfield Oaktree Holdings, LLC — Director's Dealing 2019

May 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oaktree Capital Group, LLC (OAK)
CIK: 0001403528
Period of Report: 2019-05-15

Reporting Person: Molz Todd E (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-15	Class A Units	M	10000	—	Acquired	129203	Direct
2019-05-16	Class A Units	G	10000	$0.00	Disposed	119203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-15	OCGH Units	$	M	10000	Disposed		Class A Units (10000)	Direct

Footnotes

F1: In furtherance of a charitable contribution, the Reporting Person exchanged 10,000 limited partnership units ("OCGH Units") of Oaktree Capital Group Holdings, L.P. ("OCGH") for 10,000 Class A Units ("Class A Units") of the Issuer pursuant to an exchange agreement, as further described in footnotes 4 and 5 below.

F2: Each OCGH Unit represents a limited partnership interest in OCGH. Pursuant to an exchange agreement and subject to certain restriction, 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 considerations 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)

F3: The adjustment 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 interest 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.