Oaktree AIF Investments, L.P.

SEC source: 0001532823-21-000002 · wf-form4_161550794688257.xml · derivative · entry 3

Oaktree Fund GP III, L.P. · CIK 0001532823 · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · 10% owner

Oaktree AIF Investment GP, LLC · CIK 0001532819 · 10% owner

Atlas OCM Holdings, LLC · CIK 0001790787 · 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,151,373 shares

Expires not disclosed

F1 · kind: On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.

F9 · derivative.exercise_date: The shares of Class B Common Stock are convertible at any time or times into an equal number of shares of Class A Common Stock.

F9 · derivative.expiration_date: The shares of Class B Common Stock are convertible at any time or times into an equal number of shares of Class A Common Stock.

F2 · ownership.direct: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.direct: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.direct: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.direct: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.direct: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

F2 · ownership.nature: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.nature: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.nature: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.nature: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.nature: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.nature: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

SEC source: 0001532823-21-000002 · wf-form4_161550794688257.xml · derivative · entry 2

Oaktree Fund GP III, L.P. · CIK 0001532823 · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · 10% owner

Oaktree AIF Investment GP, LLC · CIK 0001532819 · 10% owner

Atlas OCM Holdings, LLC · CIK 0001790787 · 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 8,814,980 shares

Expires not disclosed

F1 · kind: On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.

F8 · derivative.exercise_date: The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.

F8 · derivative.expiration_date: The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.

F2 · ownership.direct: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.direct: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.direct: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.direct: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.direct: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

F2 · ownership.nature: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.nature: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.nature: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.nature: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.nature: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.nature: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

SEC source: 0001532823-21-000002 · wf-form4_161550794688257.xml · nonDerivative · entry 1

Oaktree Fund GP III, L.P. · CIK 0001532823 · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · 10% owner

Oaktree AIF Investment GP, LLC · CIK 0001532819 · 10% owner

Atlas OCM Holdings, LLC · CIK 0001790787 · 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · kind: On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.

F2 · ownership.direct: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.direct: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.direct: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.direct: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.direct: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

F2 · ownership.nature: This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F3 · ownership.nature: (Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.

F4 · ownership.nature: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities 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 securities covered by this Form 4.

F5 · ownership.nature: OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F6 · ownership.nature: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

F7 · ownership.nature: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.

SEC source: 0000950142-17-002160 · es1701189_4-tribune.xml · nonDerivative · entry 1

Oaktree Tribune, L.P. · CIK 0001616527 · Former director and 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · Former director and 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · Former director and 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · Former director and 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · Former director and 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,189,156

F1 · shares: On December 4, 2017, Oaktree Tribune, L.P. sold 7,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") of Tribune Media Company. (the "Company") in an underwritten offering for $40.36 per share.

F1 · price: On December 4, 2017, Oaktree Tribune, L.P. sold 7,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") of Tribune Media Company. (the "Company") in an underwritten offering for $40.36 per share.

F2 · balance_after: Includes 7,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., and 36,514 shares of Common Stock and 7,195 restricted share units, which vest by their terms on January 1, 2018, each directly held by OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below).

F2 · ownership.nature: Includes 7,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., and 36,514 shares of Common Stock and 7,195 restricted share units, which vest by their terms on January 1, 2018, each directly held by OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below).

F3 · ownership.nature: This Form 4 is being filed with respect to certain shares of Common Stock directly held by Oaktree Tribune, L.P. and FIE. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP") (together with Oaktree Tribune, L.P., AIF Investments, AIF Holdings and OCGH, collectively, the "Reporting Persons," and each individually, a "Reporting Person"). (cont'd in FN 4)

F4 · ownership.nature: (cont'd from FN 3) OCGH GP may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE. The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan.

F5 · ownership.nature: Each of the Reporting Persons and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-17-019951 · doc4.xml · nonDerivative · entry 1

Oaktree Principal Fund V (Delaware), L.P. · CIK 0001532824 · Former director and 10% owner

Oaktree Fund AIF Series, L.P. · CIK 0001532822 · Former director and 10% owner

Oaktree Fund GP AIF, LLC · CIK 0001532818 · Former director and 10% owner

Oaktree Fund GP III, L.P. · CIK 0001532823 · Former director and 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · Former director and 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · Former director and 10% owner

OAKTREE CAPITAL MANAGEMENT LP · CIK 0000949509 · Former director and 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · Former director and 10% owner

Oaktree FF Investment Fund AIF (Delaware), L.P. · CIK 0001532821 · Former director and 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,051,733

F1 · kind: On August 7, 2017, Oaktree Principal Fund V (Delaware), L.P. (the "PF V Fund") sold 8,273,000 shares of Common Stock of the Issuer and Oaktree FF Investment Fund AIF (Delaware), L.P. (the "AIF Fund") sold 1,727,000 shares of Common Stock of the Issuer pursuant to the Underwriting Agreement, dated as of August 2, 2017, among Goldman Sachs & Co. LLC, the Issuer and the selling stockholders named therein, including the PF V Fund and the AIF Fund (the "Sale").

F2 · ownership.direct: After giving effect to the Sale, the PF V Fund holds 8,267,689 shares of Common Stock of the Issuer and the AIF Fund holds 1,725,892 shares of Common Stock of the Issuer. OCM FIE, LLC ("FIE") also holds 58,152 shares of Common Stock and restricted stock.

F3 · ownership.direct: This Form 4 is being filed by (i) the PF V Fund, (ii) the AIF Fund, (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacities as manager of Oaktree Capital Group, LLC ("OCG") and general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (iv) OCG, in its capacities as managing member of Oaktree Holdings, LLC ("Oaktree Holdings") and sole stockholder of Oaktree Holdings, Inc. ("Holdings"), (v) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (vi) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (vii) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P. ("Oaktree Fund GP I"), (viii) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (ix) Oaktree Fund GP, in its capacity as general partner of the PF V Fund,

F4 · ownership.direct: (Continued from Footnote 3) (x) OCGH LP in its capacity as controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (xi) Oaktree AIF Holdings, in its capacity as general partner of Oaktree AIF Investments, L.P. ("Oaktree AIF Investments"), (xii) Oaktree AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P. ("Oaktree GP III"), (xiii) Oaktree GP III, in its capacity as the managing member of Oaktree Fund GP AIF, LLC ("Oaktree GP AIF"), (xiv) Oaktree GP AIF, in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Oaktree AIF" and, collectively with the PF Fund, the AIF Fund, OCGH GP, OCGH LP, OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I, Oaktree Fund GP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF, Oaktree AIF, FIE and Holdings, the "Reporting Persons" and each, a "Reporting Person"),

F5 · ownership.direct: (Continued from Footnote 4) (xv) Oaktree AIF, in its capacity as general partner of the AIF Fund, (xvi) FIE, (xvii) Oaktree Capital Management, L.P. ("OCM"), in its capacity as the managing member of FIE, and (xviii) Holdings, in its capacity as the general partner of OCM.

F6 · ownership.direct: OCGH GP may be deemed to have a beneficial ownership interest in the 10,051,733 shares of Common Stock that are held and collectively owned by the PF V Fund, the AIF Fund and FIE. Each of OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I and Oaktree Fund GP may be deemed to have a beneficial ownership interest in the 8,325,841 shares of Common Stock that are held and collectively owned by the PF V Fund and FIE. Each of OCG, Holdings and OCM may be deemed to have a beneficial ownership interest in the 58,152 shares of Common Stock that are held by FIE. Each of OCGH LP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF and Oaktree AIF may be deemed to have a beneficial ownership interest in the 1,725,892 shares of Common Stock that are held by the AIF Fund.

F7 · ownership.direct: (Continued from Footnote 6) Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all 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 shares covered by this Form 4.

F8 · ownership.direct: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

F2 · ownership.nature: After giving effect to the Sale, the PF V Fund holds 8,267,689 shares of Common Stock of the Issuer and the AIF Fund holds 1,725,892 shares of Common Stock of the Issuer. OCM FIE, LLC ("FIE") also holds 58,152 shares of Common Stock and restricted stock.

F3 · ownership.nature: This Form 4 is being filed by (i) the PF V Fund, (ii) the AIF Fund, (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacities as manager of Oaktree Capital Group, LLC ("OCG") and general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (iv) OCG, in its capacities as managing member of Oaktree Holdings, LLC ("Oaktree Holdings") and sole stockholder of Oaktree Holdings, Inc. ("Holdings"), (v) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (vi) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (vii) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P. ("Oaktree Fund GP I"), (viii) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (ix) Oaktree Fund GP, in its capacity as general partner of the PF V Fund,

F4 · ownership.nature: (Continued from Footnote 3) (x) OCGH LP in its capacity as controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (xi) Oaktree AIF Holdings, in its capacity as general partner of Oaktree AIF Investments, L.P. ("Oaktree AIF Investments"), (xii) Oaktree AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P. ("Oaktree GP III"), (xiii) Oaktree GP III, in its capacity as the managing member of Oaktree Fund GP AIF, LLC ("Oaktree GP AIF"), (xiv) Oaktree GP AIF, in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Oaktree AIF" and, collectively with the PF Fund, the AIF Fund, OCGH GP, OCGH LP, OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I, Oaktree Fund GP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF, Oaktree AIF, FIE and Holdings, the "Reporting Persons" and each, a "Reporting Person"),

F5 · ownership.nature: (Continued from Footnote 4) (xv) Oaktree AIF, in its capacity as general partner of the AIF Fund, (xvi) FIE, (xvii) Oaktree Capital Management, L.P. ("OCM"), in its capacity as the managing member of FIE, and (xviii) Holdings, in its capacity as the general partner of OCM.

F6 · ownership.nature: OCGH GP may be deemed to have a beneficial ownership interest in the 10,051,733 shares of Common Stock that are held and collectively owned by the PF V Fund, the AIF Fund and FIE. Each of OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I and Oaktree Fund GP may be deemed to have a beneficial ownership interest in the 8,325,841 shares of Common Stock that are held and collectively owned by the PF V Fund and FIE. Each of OCG, Holdings and OCM may be deemed to have a beneficial ownership interest in the 58,152 shares of Common Stock that are held by FIE. Each of OCGH LP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF and Oaktree AIF may be deemed to have a beneficial ownership interest in the 1,725,892 shares of Common Stock that are held by the AIF Fund.

F7 · ownership.nature: (Continued from Footnote 6) Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all 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 shares covered by this Form 4.

F8 · ownership.nature: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

SEC source: 0001209191-17-022567 · doc4.xml · nonDerivative · entry 1

Oaktree Tribune, L.P. · CIK 0001616527 · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Oaktree Tribune, L.P.

Disclosed balance after: 0

F1 · shares: OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below), also sold its 4,576 shares of Common Stock in the Issuer. Oaktree Capital Group Holdings GP, LLC ("OCGH GP") may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE.

F2 · ownership.nature: These shares of Common Stock were directly held by Oaktree Tribune, L.P. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is OCGH GP (collectively with Oaktree Tribune, L.P., AIF Investments, AIF Holdings and OCGH, the "Reporting Persons," and each individually, a "Reporting Person"). The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan.

F3 · ownership.nature: Each of the Reporting Persons and any other directors, shareholders, general partners, managing members and managers described above disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001209191-17-022345 · doc4.xml · nonDerivative · entry 1

Oaktree Tribune, L.P. · CIK 0001616527 · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · 10% owner

Oaktree Capital Group Holdings, L.P. · CIK 0001403527 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Oaktree Tribune, L.P.

Disclosed balance after: 3,741,371

F1 · balance_after: Excludes 4,576 shares of Common Stock held by OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below). Oaktree Capital Group Holdings GP, LLC ("OCGH GP") may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE.

F2 · ownership.nature: These shares of Common Stock are directly held by Oaktree Tribune, L.P. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is OCGH GP (collectively with Oaktree Tribune, L.P., AIF Investments, AIF Holdings and OCGH, the "Reporting Persons" and each individually, a "Reporting Person"). The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan.

F3 · ownership.nature: Each of the Reporting Persons and any other directors, shareholders, general partners, managing members and managers described above disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-17-003270 · doc4.xml · nonDerivative · entry 1

Oaktree Principal Fund V (Delaware), L.P. · CIK 0001532824 · Director · 10% owner

Oaktree Fund AIF Series, L.P. · CIK 0001532822 · Director · 10% owner

Oaktree Fund GP AIF, LLC · CIK 0001532818 · Director · 10% owner

Oaktree Fund GP III, L.P. · CIK 0001532823 · Director · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · Director · 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · Director · 10% owner

OAKTREE CAPITAL MANAGEMENT LP · CIK 0000949509 · Director · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · Director · 10% owner

Oaktree FF Investment Fund AIF (Delaware), L.P. · CIK 0001532821 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 20,051,733

F1 · kind: On February 7, 2017, Oaktree Principal Fund V (Delaware), L.P. (the "PF V Fund") sold 9,513,950 shares of Common Stock of the Issuer and Oaktree FF Investment Fund AIF (Delaware), L.P. (the "AIF Fund") sold 1,986,050 shares of Common Stock of the Issuer pursuant to the Underwriting Agreement, dated as of February 1, 2017, among Citigroup Global Markets Inc., UBS Securities LLC, the Issuer and the selling stockholders named therein, including the PF V Fund and the AIF Fund (the "Sale").

F2 · ownership.nature: After giving effect to the Sale, the PF V Fund holds 16,540,689 shares of Common Stock of the Issuer and the AIF Fund holds 3,452,892 shares of Common Stock of the Issuer. Michael P. Harmon, a Managing Director of Oaktree Capital Management, L.P. ("OCM") and a director of First BanCorp., also holds 58,152 shares of Common Stock and restricted stock for the benefit of OCM FIE, LLC ("FIE"). Pursuant to the policies of the Reporting Persons (defined below), Mr. Harmon must hold the shares on behalf of and for the benefit of FIE and has assigned all economic, pecuniary and voting rights to FIE.

F3 · ownership.nature: This Form 4 is being filed by (i) the PF V Fund, (ii) the AIF Fund, (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacities as manager of Oaktree Capital Group, LLC ("OCG") and general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (iv) OCG, in its capacities as managing member of Oaktree Holdings, LLC ("Oaktree Holdings") and sole stockholder of Oaktree Holdings, Inc. ("Holdings"), (v) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (vi) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (vii) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P. ("Oaktree Fund GP I"), (viii) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (ix) Oaktree Fund GP, in its capacity as general partner of the PF V Fund,

F4 · ownership.nature: (Continued from Footnote 3) (x) OCGH LP in its capacity as controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (xi) Oaktree AIF Holdings, in its capacity as general partner of Oaktree AIF Investments, L.P. ("Oaktree AIF Investments"), (xii) Oaktree AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P. ("Oaktree GP III"), (xiii) Oaktree GP III, in its capacity as the managing member of Oaktree Fund GP AIF, LLC ("Oaktree GP AIF"), (xiv) Oaktree GP AIF, in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Oaktree AIF" and, collectively with the PF Fund, the AIF Fund, OCGH GP, OCGH LP, OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I, Oaktree Fund GP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF, Oaktree AIF, FIE and Holdings, the "Reporting Persons" and each, a "Reporting Person"),

F5 · ownership.nature: (Continued from Footnote 4) (xv) Oaktree AIF, in its capacity as general partner of the AIF Fund, (xvi) FIE, (xvii) OCM, in its capacity as the managing member of FIE, and (xviii) Holdings, in its capacity as the general partner of OCM.

F6 · ownership.nature: OCGH GP may be deemed to have a beneficial ownership interest in the 20,051,733 shares of Common Stock that are held and collectively owned by the PF V Fund, the AIF Fund and Mr. Harmon. Each of OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I and Oaktree Fund GP may be deemed to have a beneficial ownership interest in the 16,598,841 shares of Common Stock that are held and collectively owned by the PF V Fund and Mr. Harmon. Each of OCG, Holdings, OCM and FIE may be deemed to have a beneficial ownership interest in the 58,152 shares of Common Stock that are held by Mr. Harmon. Each of OCGH LP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF and Oaktree AIF may be deemed to have a beneficial ownership interest in the 3,452,892 shares of Common Stock that are held by the AIF Fund.

F7 · ownership.nature: (Continued from Footnote 6) Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all 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 shares covered by this Form 4.

F8 · ownership.nature: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate a representative to be nominated by the Issuer to serve on the Issuer's board of directors.

F9 · ownership.nature: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, David M. Kirchheimer and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

SEC source: 0001104659-16-161070 · a4.xml · nonDerivative · entry 1

Oaktree Principal Fund V (Delaware), L.P. · CIK 0001532824 · Director · 10% owner

Oaktree FF Investment Fund AIF (Delaware), L.P. · CIK 0001532821 · Director · 10% owner

Oaktree Fund AIF Series, L.P. · CIK 0001532822 · Director · 10% owner

Oaktree Fund GP AIF, LLC · CIK 0001532818 · Director · 10% owner

Oaktree Fund GP III, L.P. · CIK 0001532823 · Director · 10% owner

Oaktree AIF Investments, L.P. · CIK 0001532820 · Director · 10% owner

Oaktree AIF Holdings, Inc. · CIK 0001532819 · Director · 10% owner

OAKTREE CAPITAL MANAGEMENT LP · CIK 0000949509 · Director · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 31,551,733

F1 · kind: On December 5, 2016, Oaktree Principal Fund V (Delaware), L.P. (the "PF V Fund") sold 8,562,555 shares of Common Stock of the Issuer and Oaktree FF Investment Fund AIF (Delaware), L.P. (the "AIF Fund") sold 1,787,445 shares of Common Stock of the Issuer pursuant to the Underwriting Agreement, dated as of November 30, 2016, among Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, the Issuer and the selling stockholders named therein, including the PF V Fund and the AIF Fund (the "Sale").

F2 · ownership.nature: After giving effect to the Sale, the PF V Fund holds 26,054,639 shares of Common Stock of the Issuer and the AIF Fund holds 5,438,942 shares of Common Stock of the Issuer. Michael P. Harmon, a Managing Director of Oaktree Capital Management, L.P. ("OCM") and a director of First BanCorp., also holds 58,152 shares of Common Stock and restricted stock for the benefit of OCM FIE, LLC ("FIE"). Pursuant to the policies of the Reporting Persons (defined below), Mr. Harmon must hold the shares on behalf of and for the benefit of FIE and has assigned all economic, pecuniary and voting rights to FIE.

F3 · ownership.nature: This Form 4 is being filed by (i) the PF V Fund, (ii) the AIF Fund, (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacities as manager of Oaktree Capital Group, LLC ("OCG") and general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (iv) OCG, in its capacities as managing member of Oaktree Holdings, LLC ("Oaktree Holdings") and sole stockholder of Oaktree Holdings, Inc. ("Holdings"), (v) Oaktree Holdings, in its capacity as managing member of OCM Holdings I, LLC ("Oaktree Holdings I"), (vi) Oaktree Holdings I, in its capacity as general partner of Oaktree Capital I, L.P. ("Oaktree Capital I"), (vii) Oaktree Capital I, in its capacity as general partner of Oaktree Fund GP I, L.P.

F4 · ownership.nature: ("Oaktree Fund GP I"), (viii) Oaktree Fund GP I, in its capacity as managing member of Oaktree Fund GP, LLC ("Oaktree Fund GP"), (ix) Oaktree Fund GP, in its capacity as general partner of the PF V Fund, (x) OCGH LP in its capacity as controlling shareholder of Oaktree AIF Holdings, Inc. ("Oaktree AIF Holdings"), (xi) Oaktree AIF Holdings, in its capacity as general partner of Oaktree AIF Investments, L.P. ("Oaktree AIF Investments"), (xii) Oaktree AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.

F5 · ownership.nature: ("Oaktree GP III"), (xiii) Oaktree GP III, in its capacity as the managing member of Oaktree Fund GP AIF, LLC ("Oaktree GP AIF"), (xiv) Oaktree GP AIF, in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Oaktree AIF" and, collectively with the PF Fund, the AIF Fund, OCGH GP, OCGH LP, OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I, Oaktree Fund GP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF, Oaktree AIF, FIE and Holdings, the "Reporting Persons" and each, a "Reporting Person"), (xv) Oaktree AIF, in its capacity as general partner of the AIF Fund, (xvi) FIE, (xvii) OCM, in its capacity as the managing member of FIE, and (xviii) Holdings, in its capacity as the general partner of OCM.

F6 · ownership.nature: OCGH GP may be deemed to have a beneficial ownership interest in the 31,551,733 shares of Common Stock that are held and collectively owned by the PF V Fund, the AIF Fund and Mr. Harmon. Each of OCG, Oaktree Holdings, Oaktree Holdings I, Oaktree Capital I, Oaktree Fund GP I and Oaktree Fund GP may be deemed to have a beneficial ownership interest in the 26,112,791 shares of Common Stock that are held and collectively owned by the PF V Fund and Mr. Harmon. Each of OCG, Holdings, OCM and FIE may be deemed to have a beneficial ownership interest in the 58,152 shares of Common Stock that are held by Mr. Harmon. Each of OCGH LP, Oaktree AIF Holdings, Oaktree AIF Investments, Oaktree GP III, Oaktree GP AIF and Oaktree AIF may be deemed to have a beneficial ownership interest in the 5,438,942 shares of Common Stock that are held by the AIF Fund.

F7 · ownership.nature: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all 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 shares covered by this Form 4.

F8 · ownership.nature: The Reporting Persons may be deemed directors by deputization by virtue of their right to designate a representative to be nominated by the Issuer to serve on the Issuer's board of directors.

F9 · ownership.nature: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, David M. Kirchheimer, Sheldon M. Stone and Stephen A. Kaplan (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.