Form 4 for OACC Oaktree Acquisition Corp. III Life Sciences

Accepted 2024-10-31 00:00:00 ET · period of report 2024-10-30 · accession 0000950170-24-119552 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2024-10-31	2024-10-30	OACC	Oaktree Acquisition Holdings III LS, LLC	10%	C - Cnv Deriv	$10.00	+34.0K	584.0K	+6%	+$339.8K
DM	2024-10-31	2024-10-30	OACC	Oaktree Acquisition Holdings III LS, LLC	10%	C - Cnv Deriv	—	-27.2K	116.8K	-19%	—
D	2024-10-31	2024-10-30	OACC	Oaktree Acquisition Holdings III LS, LLC	10%	J - Other	$0.00	-231.5K	4.80M	-5%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A ordinary shares	2024-10-30	C	A	33,981	$10.00	583,981	D	—	—	(F4) 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. (F3) (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. (F1) 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. (F2) (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.
2	Derivative	Private placement units (obligation to buy)	2024-10-30	C	D	33,981	—	0	D	— · — to —	33,981 Class A ordinary shares and private placement warrants	(F9) 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. (F3) (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. (F1) 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. (F2) (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.
3	Derivative	Private placement warrants	2024-10-30	C	A	6,796	—	116,796	D	— · — to —	6,796 Class A ordinary shares	(F7) Represents Private Placement Warrants included in the 33,981 Private Placement Units purchased by Holdings in connection with the Private Placement. (F8) 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. (F3) (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. (F1) 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. (F2) (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.
4	Derivative	Class B ordinary shares	2024-10-30	J	D	231,492	$0.00	4,799,758	D	— · — to —	231,492 Class A ordinary shares	(F5) 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. (F3) (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. (F1) 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. (F2) (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.