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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vazales Kaj 333 S. GRAND AVE. 28TH FLOOR LOS ANGELES, CA 90071 |
X |
/s/ Kaj Vazales | 06/17/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person is a Senior Vice President of Oaktree Capital Management, L.P. ("Oaktree"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. The shares reported herein do not include 11,999,585 shares of common stock of the Issuer beneficially owned by OCM PE Holdings, L.P., an affiliate of Oaktree. The reporting person hereby disclaims beneficial ownership of any such shares beneficially owned by OCM PE Holdings, L.P., except to the extent of any pecuniary interest therein. |
(2) | Restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the registrant. The RSU's represent the 2014 annual equity grant for a non-employee member of the Board of Directors of the registrant ("Board") made pursuant to the registrant's Directors Compensation Policy |
(3) | Each RSU will vest on the earlier of (i) the day immediately preceding the next annual meeting of the registrant's shareholders or (ii) the date on which there is a Change of Control of the registrant, as defined in the related RSU Agreement (the "Vesting Date"), provided that the non-employee director has remained in continuous service as a member of the Board through such Vesting Date. Unless the non-employee director makes a deferral election in accordance with the Directors Compensation Policy, the registrant will deliver the shares underlying the RSUs on the Vesting Date (or on the next business day thereafter if the Vesting Date is not a business day). If the non-employee director ceases to be a member of the Board due to death, disability or retirement or for any other reason, a majority of the members of the Board (other than the departing member) may accelerate the vesting of all or any portion of such RSUs. Mr. Vazales holds these 21,053 restricted stock units for the benefit of OCM FIE, LLC ("FIE"). Pursuant to the policies of Oaktree, Mr. Vazales must hold the units on behalf of and for the benefit of FIE and is assigning all economic, pecuniary and voting rights to FIE. |