13G Filing: Oaktree Capital Management and Resource Capital Corp. (RSO)

own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Investin Pro RED Holdings, LLC, the Managed Funds and Oaktree TSE-16 Real Estate Debt, LLC.

Oaktree Capital Group, LLC, in its capacity as the sole shareholder of Oaktree Holdings, Inc., has the ability to direct the management of the business of Oaktree Holdings, Inc., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Investin Pro RED Holdings, LLC, the Managed Funds and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Investin Pro RED Holdings, LLC, the Managed Funds and Oaktree TSE-16 Real Estate Debt, LLC.

Oaktree Capital Group Holdings GP, LLC as the duly elected manager of Oaktree Capital Group, LLC, has the ability to direct the management and business of Oaktree Capital Group, LLC, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Investin Pro RED Holdings, LLC, the Managed Funds, and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Investin Pro RED Holdings, LLC, the Managed Funds, and Oaktree TSE-16 Real Estate Debt, LLC.

All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 36,256,735 Shares outstanding comprised of (i) 31,388,212 Shares outstanding as of August 4, 2017, as reported by the Issuer on its Form 10-Q and (ii) 4,868,523 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the initial conversion rate for such Notes.  The Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on 31,388,212 Shares outstanding as of August 4, 2017, as reported by the Issuer in the Form 10-Q.  Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not Applicable.

Not Applicable.

Not applicable.

Not applicable.