0000950170-24-119552.txt : 20241031 0000950170-24-119552.hdr.sgml : 20241031 20241031161511 ACCESSION NUMBER: 0000950170-24-119552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20241030 FILED AS OF DATE: 20241031 DATE AS OF CHANGE: 20241031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415406 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/ CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] ORGANIZATION NAME: 05 Real Estate & Construction STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415401 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. DATE OF NAME CHANGE: 20051116 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415403 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings, L.P. CENTRAL INDEX KEY: 0001403527 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415400 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Holdings, LLC CENTRAL INDEX KEY: 0001790787 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415404 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: Atlas OCM Holdings, LLC DATE OF NAME CHANGE: 20191009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Holdings III LS, LLC CENTRAL INDEX KEY: 0002037181 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415408 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415399 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Ltd. CENTRAL INDEX KEY: 0001937926 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415402 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-0221 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-0221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Management GP, LLC CENTRAL INDEX KEY: 0001831013 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415405 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Holdings III LS GP, Ltd. CENTRAL INDEX KEY: 0002029774 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42383 FILM NUMBER: 241415407 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Corp. III Life Sciences CENTRAL INDEX KEY: 0002029769 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 ownership.xml 4 X0508 4 2024-10-30 0002029769 Oaktree Acquisition Corp. III Life Sciences OACC 0002037181 Oaktree Acquisition Holdings III LS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0002029774 Oaktree Acquisition Holdings III LS GP, Ltd. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001831013 Oaktree Capital Management GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001790787 Oaktree Capital Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001937926 Brookfield Asset Management Ltd. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001001085 BROOKFIELD Corp /ON/ C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001403527 Oaktree Capital Group Holdings, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false 0001861643 BAM Partners Trust C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 false false true false false Class A ordinary shares 2024-10-30 4 C false 33981 10 A 583981 D Class B ordinary shares 2024-10-30 4 J false 231492 0 D Class A ordinary shares 231492 4799758 D Private placement warrants 2024-10-30 4 C false 6796 A Class A ordinary shares 6796 116796 D Private placement units (obligation to buy) 2024-10-30 4 C false 33981 D Class A ordinary shares and private placement warrants 33981 0 D This Form 4 is being filed by Oaktree Acquisition Holdings III, LLC ("Holdings"). The managing member of Holdings is Oaktree Acquisition Holdings III LS GP, Ltd. ("Holdings GP"). The director of Holdings GP is Oaktree Capital Management, L.P. ("Oaktree"). The general partner of Oaktree is Oaktree Capital Management GP, LLC ("Oaktree GP"). The sole managing member of Oaktree GP is Oaktree Capital Holdings, LLC ("OCH"). Oaktree Capital Group Holdings, L.P. ("OCGH") is the direct owner of all of the Class B units of OCH. Brookfield Corporation ("BN") and Brookfield Asset Management, Ltd. ("BAM" and, together with BN, "Brookfield") are the indirect owners of all of the Class A units of OCH. Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the general partner of OCGH. (Continued from footnote 1) BAM Partners Trust (the "BAM Partnership") is the sole owner of class B Limited Voting Shares of each of BN and BAM. These shares provide the holder thereof with the right to elect one half of the board of directors of each of BN and BAM and, as such, may indirectly control the decisions of Brookfield regarding the votes and disposition of securities held of record by Holdings; therefore the BAM Partnership may be deemed to have indirect beneficial ownership of the Class B ordinary shares held of record by Holdings. (Continued from footnote 2) Each reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their 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 Class B ordinary share covered by this Form 4. Represents Class A ordinary shares, par value $0.0001, of the issuer (the "Private Placement Shares") that are included in the 33,981 additional private placement units (the "Private Placement Units") purchased by Holdings from the issuer in a private placement at $10.00 per Private Placement Unit in connection with the partial over-allotment option exercise of the underwriters of the issuer's initial public offering (the "Private Placement"), as described in the issuer's registration statement on Form S-1 (File No. 333-282508) (the "Registration Statement"). Each Private Placement Unit is comprised of one Private Placement Share and one-fifth of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not represent any Private Placement Shares issuable upon the exercise of Private Placement Warrants. As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights, and have no expiration date. On October 30, 2024, the underwriters partially exercised the over-allotment option that was granted to them in connection with the issuer's initial public offering and purchased 1,699,029 additional public units. Concurrently, with the partial exercise of the over-allotment option, the underwriters also agreed to forfeit the portion of the over-allotment option that was not exercised and would have continued to be exercisable for 45 days from the date of the final prospectus related to the issuer's initial public offering. Based on the partial exercise of the over-allotment option, Holdings forfeited at no cost 231,492 Class B ordinary shares, as described in the Registration Statement. Represents Private Placement Warrants included in the 33,981 Private Placement Units purchased by Holdings in connection with the Private Placement. Each Private Placement Warrant is exercisable for cash or cashless, as described in the Registration Statement. Assuming an exercise for cash, 6,796 Private Placement Shares could be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the company, as described in the Registration Statement. Holdings had an obligation to purchase up to an additional 52,500 Private Placement Units, including 52,500 Private Placement Shares and 10,500 Private Placement Warrants, to the extent the underwriters of the issuer's initial public offering exercise their over-allotment option, as described in the Registration Statement. Holdings purchased 33,981 additional Private Placement Units in connection with the underwriters' partial exercise of their over-allotment option, with the remaining obligation to purchase 18,519 additional Private Placement Units being forfeited for no consideration. See signatures in Exhibit 99.1 /s/ See signatures included in Exhibit 99.1 2024-10-31 EX-99.1 2 ck0002029769-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

 

This Statement on Form 4 is filed jointly by Oaktree Acquisition Holdings III LS, LLC, Oaktree Acquisition Holdings III LS GP, Ltd., Oaktree Capital Management, L.P., Oaktree Capital Management GP, LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group Holdings GP, LLC, Brookfield Corporation, Brookfield Asset Management, Ltd. and BAM Partners Trust.

The principal business address of each of Oaktree Acquisition Holdings III LS, LLC, Oaktree Acquisition Holdings III LS GP, Ltd., Oaktree Capital Management, L.P., Oaktree Capital Management GP, LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings, L.P. and Oaktree Capital Group Holdings GP, LLC is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of each of Brookfield Corporation, Brookfield Asset Management, Ltd. and BAM Partners Trust is 181 Bay Street, Suite 100, Brookfield Place, Toronto, Ontario, Canada M5J 2T3.

 

Name of Designated Filer: Oaktree Acquisition Holdings III LS, LLC

 

Date of Event Requiring Statement: October 31, 2024

 

Issuer Name and Ticker or Trading Symbol: Oaktree Acquisition Corp. III Life Sciences

(Nasdaq:OACC)

 

OAKTREE ACQUISITION HOLDINGS III Life Sciences, LLC

 

By: Oaktree Acquisition Holdings III LS GP, Ltd.

Its: Managing Member

 

By: Oaktree Capital Management, L.P.

Its: Director

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

1

 

OAKTREE ACQUISITION HOLDINGS III LS GP, LTD.

 

By: Oaktree Capital Management, L.P.

Its: Director

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

OAKTREE CAPITAL MANAGEMENT GP, LLC

 

By: Oaktree Capital Holdings, LLC

Its: Managing Member

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

OAKTREE CAPITAL HOLDINGS, LLC

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

2

 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

By: Oaktree Capital Group Holdings GP, LLC

Its: General Partner

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

By: /s/ Henry Orren

-------------------------------

Name: Henry Orren

Title: Senior Vice President

 

BROOKFIELD ASSET MANAGEMENT, LTD.

 

By: /s/ Kathy Sarpash

-------------------------------

Name: Kathy Sarpash

Title: Managing Director, Legal & Regulatory

 

BROOKFIELD CORPORATION

 

By: /s/ Swati Mandava

-------------------------------

Name: Swati Mandava

Title: Managing Director, Legal & Regulatory

 

BAM PARTNERS TRUST

3

 

 

By: /s/ Kathy Sarpash

-------------------------------

Name: Kathy Sarpash

Title: Secretary

 

4