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

(1)

Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “4.50% Notes”) held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 78.2473 Shares per $1,000 principal amount of 4.50% Notes.

(2)

Calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap (as defined below) 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 Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on August 8, 2017 (the “Form 10-Q”) and (ii) 4,868,523 Shares issuable upon conversion of all of the 4.50% Notes and the Issuer’s 6.00% Convertible Senior Notes due 2022 (the “6.00% Notes”, and together with the 4.50% Notes, the “Notes”) held by the Reporting Persons at the initial conversion rate for such Notes.  The Third Supplemental Indenture, dated as of August 16, 2017, governing the 4.50% Notes, and the First Supplemental Indenture, dated as of October 21, 2013, governing the 6.00% Notes, both supplementing the Indenture, dated as of October 21, 2013, between the Issuer and Wells Fargo Bank, National Association, as Trustee (such documents together, the “Notes Documents”), provide that no person may beneficially own or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Issuer’s capital stock, including the Shares, and that conversion of Notes for Shares is not allowed to the extent that receipt of such Shares would cause such person and its affiliates to exceed the ownership limit contained in the articles of incorporation of the Issuer (the “Charter”), which restricts ownership to 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of stock of the Issuer excluding any outstanding shares of stock not treated as outstanding for federal income tax purposes (such limits under the Notes Documents and the Charter, the “Ownership Cap”).  Accordingly, 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 the Shares outstanding shown in the Form 10-Q above.  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.