Statement of Changes in Beneficial Ownership (4)
2015年2月27日 - 6:07AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WINTROB JAY S
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2. Issuer Name
and
Ticker or Trading Symbol
Oaktree Capital Group, LLC
[
OAK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O OAKTREE CAPITAL GROUP, LLC, 333 SOUTH GRAND AVENUE, 28TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2015
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(Street)
LOS ANGELES, CA 90071
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Oaktree Capital Group Holdings, L.P. Equity Value Units
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(2)
(3)
(4)
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2/24/2015
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A
(1)
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2000000
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(2)
(3)
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(2)
(3)
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Class A Units
(2)
(3)
(4)
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2000000
(2)
(3)
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$0.00
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2000000
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D
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Explanation of Responses:
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(
1)
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In connection with Jay S. Wintrob's appointment as Chief Executive Officer of Oaktree Capital Group, LLC ("Oaktree"), Mr. Wintrob was awarded 2,000,000 equity value units ("EVUs") of Oaktree Capital Group Holdings, L.P. ("OCGH") under Oaktree's 2011 Equity Incentive Plan on December 2, 2014. Oaktree's board of directors approved an amendment to Mr. Wintrob's award of the EVUs on February 24, 2015. This amended Form 4 is being filed to update the description of the EVUs. This shall not be deemed an admission that the amendment of the EVUs constitutes a new purchase or sale of securities.
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(
2)
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As amended, the EVUs may be settled into limited partnership units of OCGH ("OCGH units") upon satisfaction of performance criteria based on the stock price appreciation of Oaktree's Class A units and the amount of certain distributions to OCGH unitholders over a period beginning January 1, 2015 and ending on each of December 31, 2019, December 31, 2020 and December 31, 2021, over applicable base values at the end of each such period (each, a "Recapitalization Date") previously set by Oaktree's board of directors. Depending upon such performance, the EVUs may be settled into OCGH units in amounts of up to 666,666, 666,667 and 666,667 OCGH units following each Recapitalization Date, respectively, subject to accelerated vesting under certain termination scenarios, as described in Mr. Wintrob's EVU grant agreement.
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(
3)
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Further, if the stock price appreciation of Oaktree Class A units and certain aggregate cash distributions to OCGH unitholders exceed certain annual hurdle rates, Mr. Wintrob will also receive quarterly cash distributions in an amount equal to the cash distributions payable to OCGH unitholders on a number of OCGH units determined based on the number of years elapsed since the grant date and the amount by which the stock price and aggregate cash distributions have exceeded the annual hurdle in the previous year.
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(
4)
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The OCGH units to be received upon settlement of the EVUs represent limited partnership interests in OCGH. Pursuant to an exchange agreement and subject to certain restrictions, including the approval of the exchange by Oaktree's board of directors, each holder of OCGH units has the right to exchange his or her vested OCGH units following the expiration of any applicable lock-up period into, at the option of the Oaktree'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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WINTROB JAY S
C/O OAKTREE CAPITAL GROUP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071
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X
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Chief Executive Officer
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Signatures
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/s/ Richard Ting, Attorney-in-fact
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2/26/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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