X0306 4 2019-09-30 0 0001403528 Oaktree Capital Group, LLC OAK 0001372705 MARKS HOWARD S C/O OAKTREE CAPITAL GROUP, LLC 1301 AVENUE OF THE AMERICAS, 34TH FLOOR NEW YORK NY 10019 1 1 0 0 Co-Chairman Class A Units 2019-09-30 4 D 0 101826 D 0 D Class A Units 2019-09-30 4 D 0 13000 D 0 I See Footnotes OCGH Units 2019-09-30 4 D 0 2287506 D Class A Units 2287506 9150024 D OCGH Units 2019-09-30 4 D 0 9150024 D Class A Units 9150024 0 D OCGH Units 2019-09-30 4 D 0 349494 D Class A Units 349494 1397976 I By Trust OCGH Units 2019-09-30 4 D 0 1397976 D Class A Units 1397976 0 I By Trust OCGH Units 2019-09-30 4 D 0 374762 D Class A Units 374762 1499050 I By Trust OCGH Units 2019-09-30 4 D 0 1499050 D Class A Units 1499050 0 I By Trust On September 30, 2019, Brookfield Asset Management Inc. ("Brookfield") and Oaktree Capital Group, LLC ("Oaktree") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, among Oaktree, Brookfield, Berlin Merger Sub, LLC, Oslo Holdings LLC and Oslo Holdings Merger Sub LLC (the "Merger Agreement"), pursuant to which Brookfield acquired approximately 61.2% of the Oaktree business (the "Merger"). Pursuant to the Merger Agreement, each vested Class A Unit of Oaktree was disposed of in exchange for either (A) $49.00 in cash or (B) 1.0770 Class A Limited Voting Shares of Brookfield, in each case, subject to the merger consideration election made by the reporting person and the proration adjustment set forth in the Merger Agreement (the "Merger Consideration"). Oaktree Capital Group Holdings, L.P. ("OCGH") holds 13,000 Class A Units of Oaktree. The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). In their capacities as members of the executive committee of OCGH GP holding more than 50% of the aggregate number of OCGH Units held by all of the members of the executive committee as a group, the Reporting Person and Bruce Karsh, the Issuer's Co-Chairman and Chief Investment Officer, may be deemed to be beneficial owners of the securities held by OCGH. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the Class A units reported herein as indirectly held, and the Reporting Person disclaims ownership of such securities, except to the extent of the Reporting Person's pecuniary interest herein. Each OCGH Unit represents a limited partnership interest in OCGH. Prior to the Merger, subject to certain conditions and limitations, OCGH Units were exchangeable for, at the option of the Issuer's board of directors, Class A Units of Oaktree on a one-for-one basis or other considerations of equal value or any combination of the foregoing, with certain adjustments. Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration. In connection with the Merger, Oaktree, Brookfield and certain of their affiliates entered into a Third Amended and Restated Exchange Agreement pursuant to which certain vested limited partnership interests in OCGH, including those that are issued and outstanding on the closing date of the Merger immediately after giving effect to the Merger, will become exchangeable for one of the following forms of consideration, at the election of Brookfield: cash, Brookfield class A shares or direct or indirect interests in certain promissory notes. The reporting person continues to hold these limited partnership interests in OCGH following the Merger, but the limited partnership interests in OCGH are no longer exchangeable into Class A Units of Oaktree. Held by a trust controlled by Mr. Marks in his capacity as trustee. Held by a second trust controlled by Mr. Marks in his capacity as trustee. /s/ Richard Ting, Attorney-in-fact 2019-10-02