In re Oaktree Capital

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101163 / September 25, 2024 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22179 
 
 
 
In the Matter of 
 
Oaktree Capital 
Management, L.P., 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Oaktree Capital Management, L.P. 
(“Oaktree” or “Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 
4. While subject to these reporting requirements, Oaktree failed to file on a timely basis 
multiple required Section 16(a) reports of holdings and/or transactions in the securities of the issuers 
Eagle Bulk Shipping Inc. (“Eagle”), CBL & Associates Properties Inc. (“CBL”), Infinera Corp. 
(“Infinera”), and Runway Growth Finance Corp. (“Runway”), and failed to timely file certain 
amendments required under Section 13(d) to the Schedules 13D Oaktree filed with respect to 
Eagle and Runway and the Schedule 13G Oaktree filed with respect to the issuer Berry Corp. 
(“Berry”).  Oaktree was also a cause of violations of such requirements by a reporting group of 
Oaktree’s affiliated entities, private funds, and control persons, which shared direct or indirect 
beneficial ownership of the relevant securities (the “Oaktree Affiliates”).  
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
Respondent 
5. Oaktree, a Delaware limited partnership with its principal place of business in Los 
Angeles, California, has been registered with the Commission as an investment adviser since April 
1995.  The Oaktree Affiliates consist of private funds to which Oaktree provides investment 
advisory services, the ultimate general partners of the funds, and other affiliated general partners, 
managing members, holding companies, and control persons.  Oaktree took responsibility for 
making beneficial ownership filings on behalf of itself and the relevant Oaktree Affiliates that were 
required to file such reports.  Oaktree and certain Oaktree Affiliates were at all relevant times 
discussed herein acquirers of greater than 5% beneficial ownership of registered classes of equity 
securities of Berry, CBL, Eagle, Infinera, and Runway. Oaktree and certain Oaktree Affiliates were 
also at all relevant times discussed herein greater than 10% beneficial owners with respect to CBL, 
Eagle, Infinera, and Runway.  Oaktree also has agreements with Infinera and Runway pursuant to 
which it has designated an Oaktree executive to serve as a director.  
Issuers 
6. Berry (f/k/a Berry Petroleum Corp.) is a Delaware corporation with its principal 
place of business in Texas.  Berry’s common stock is and has been at all relevant times registered 
with the Commission under Section 12 of the Exchange Act and trades on the Nasdaq Stock Market 
(ticker: BRY).   
 
7. CBL is a Delaware corporation with its principal place of business in Tennessee.  
CBL’s common stock is and has been at all relevant times registered with the Commission under 
Section 12 of the Exchange Act and trades on the NYSE (ticker: CBL).   
 
8. Eagle is a Republic of the Marshall Islands corporation with its principal place of 
business in Connecticut.  Eagle’s common stock was registered with the Commission under Section 
12 of the Exchange Act and traded on the NYSE (ticker: EGLE) until April 2024.  In April 2024, 
Eagle completed a previously announced merger transaction in which it became a wholly-owned 
subsidiary of Star Bulk Carriers Corp. (NASDAQ: SBLK). 
 
9. Infinera is a Delaware corporation with its principal place of business in California.  
Infinera’s common stock is and has been at all relevant times registered with the Commission under 
Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: INFN).  
 
10. Runway is a Maryland corporation with its principal place of business in Illinois.  
Runway’s common stock is and has been at all relevant times registered with the Commission under 
Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: RWAY).   
 
Applicable Legal Framework 
11. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 
including a group, who has acquired beneficial ownership of more than 5% of a class of equity 

 
 
 4 
 
security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 
statement with the Commission, which includes, among other things, the identity of the beneficial 
owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 
time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days
2
 after the 
triggering acquisition.  
12. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-
2(a) thereunder required a filer to amend a Schedule 13D promptly
3
 as material changes occur in 
disclosures previously made, including but not limited to, any material increase or decrease in the 
percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 
securities in an amount equal to 1% or more of the class of securities is deemed material for 
purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 
filing beyond the date the filing reasonably can be made may not be prompt.
4
   
13. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 
allow the use of short-form disclosure statements on Schedule 13G with differing timing 
requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 
in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 
10 days
5
 after the triggering acquisition if the person “has not acquired the securities with any 
purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 
with or as a participant in any transaction having that purpose or effect,” and is not directly or 
indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 
Filer”).
 
 
14. During the time period herein, a Passive Investor 13G Filer was required, under 
Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 
calendar year if there were any changes in the information previously reported, unless certain 
                                                 
2
  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 
reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 
deadline is required as of February 5, 2024.  See id. at 76942.  
  
3
  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 
requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 
 
4
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   
5
  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-
98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 
id. at 76942. 
 
 

 
 
 5 
 
limited exceptions applied.
6
  In addition, during the time period herein, a Passive Investor 13G Filer 
was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 
acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 
amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 
by more than 5% of the class.
7
   
15. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities.  Because a beneficial owner, under this standard, includes persons 
who have both direct and indirect, as well as shared, voting and investment power, beneficial 
ownership held by an entity is ordinarily also attributable to a control person of an entity and any 
parent company in a control relationship with such entity.
8
 
16. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.
9
   
                                                 
6
  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 
after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 
id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 
76942. 
 
7
  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 
76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 
 
8
  See SEC Release No. 34-39538, 63 Fed. Reg. at 2857.  If the organizational structure of the parent and 
related entities are such that the voting and investment powers over the subject securities are exercised 
independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 
controlling persons if certain conditions concerning independence are met.  Id. 
9
  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 
as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 
benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 
acquired ... without the purpose or effect of changing or influencing control of the issuer or engaging in any 
arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 
Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 
person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 
exceed 1% of the class of securities.   
 

 
 
 6 
 
17. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   
18. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.
10
  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.
11
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis
12
 
19. Oaktree and certain Oaktree Affiliates were required Section 16(a) reporting 
persons with respect to the issuers Eagle as of October 2014, Infinera as of October 2018, and 
                                                 
10
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 
Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 
16(a) of the Exchange Act).  Negligence is sufficient to establish liability for causing such violations.  See KPMG 
Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 
(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) ... in cases in which a 
person is alleged to ‘cause’ a primary violation that does not require scienter.”).               
11
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 
12
  At the relevant times discussed herein with respect to the issuers Eagle, CBL, Infinera, and Runway, 
Oaktree and the relevant Oaktree Affiliates were not eligible under Exchange Act Rule 16a-1(a)(1) subparagraphs (i) 
through (xi) to exclude any securities over which they were deemed to have direct or indirect beneficial ownership 
under Section 13(d) and the rules thereunder. 

 
 
 7 
 
Runway as of December 2016, and remain subject to those requirements for Infinera and 
Runway.     
20. Oaktree and certain Oaktree Affiliates failed to file on a timely basis multiple 
required Section 16(a) reports with the Commission with respect to the issuers Eagle, Infinera, and 
Runway, including to report transactions executed on the following dates that were required to be 
reported on Form 4 within two business days:   
Issuer Form Type Date of Trans. Due Date Date Filed 
Eagle 4 11/13/18 11/15/18 11/23/18 
Eagle 4 11/14/18 11/16/18 11/23/18 
Eagle 4 11/15/18 11/19/18 11/23/18 
Eagle 4 11/16/18 11/20/18 11/23/18 
Eagle 4 11/26/18 11/28/18 12/19/18 
Eagle 4 11/27/18 11/29/18 12/19/18 
Eagle 4 12/6/18 12/10/18 12/19/18 
Eagle 4 12/7/18 12/11/18 12/19/18 
Eagle 4 12/10/18 12/12/18 12/19/18 
Eagle 4 12/13/18 12/17/18 12/19/18 
Eagle 4 12/14/18 12/18/18 12/19/18 
Eagle 4 12/20/18 12/24/18 12/31/18 
Eagle 4 12/21/18 12/26/18 12/31/18 
Eagle 4 12/24/18 12/27/18 12/31/18 
Eagle 4 12/26/18 12/28/18 12/31/18 
Infinera 4 1/29/19 1/31/19 2/11/19 
Infinera 4 2/1/19 2/5/19 2/11/19 
Infinera 4 2/4/19 2/6/19 2/11/19 
Runway 4 7/28/20 7/30/20 8/24/20 
Runway 4 9/8/20 9/10/20 10/16/20 
Eagle 4 3/10/21 3/12/21 3/17/21 
Eagle 4 3/11/21 3/15/21 3/17/21 
Eagle 4 3/12/21 3/16/21 3/17/21 

 
 
 8 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
Eagle 4 3/16/21 3/18/21 3/19/21 
Runway 4 12/6/21 12/8/21 12/10/21 
Runway 4 12/7/21 12/9/21 12/10/21 
Runway 4 1/24/22 1/26/22 2/9/22 
Runway 4 1/25/22 1/27/22 2/9/22 
Runway 4 1/26/22 1/28/22 2/9/22 
Runway 4 1/27/22 1/31/22 2/9/22 
Runway 4 1/28/22 2/1/22 2/9/22 
Runway 4 1/31/22 2/2/22 2/9/22 
Runway 4 2/1/22 2/3/22 2/9/22 
Runway 4 2/2/22 2/4/22 2/9/22 
Runway 4 2/3/22 2/7/22 2/9/22 
Runway 4 2/4/22 2/8/22 2/9/22 
 
21. The late reported transactions in Eagle and Runway stock primarily consisted of 
purchases or sales of stock that Oaktree grouped together on a Form 4 with other purchases or sales 
on later dates that were timely reported.  These late-reported transactions in Eagle stock had an 
aggregate market value of over $12 million and in Runway stock had an aggregate market value of 
over $4.5 million.  The late-reported Infinera transactions involved open-market purchases of 
convertible notes for a total of approximately $3.5 million.  
22. In addition, after becoming greater than 10% beneficial owners subject to Section 
16(a) with respect to CBL as of November 1, 2021, Oaktree and certain Oaktree Affiliates failed 
to file any Section 16(a) reports with respect to CBL for approximately five months, despite 
having filed an initial Schedule 13D on November 10, 2021 that reported beneficial ownership in 
excess of 10% for certain Oaktree Affiliates.  It was not until April 6, 2022 that Oaktree filed on 
behalf of itself and Oaktree Affiliates an initial statement of beneficial ownership on Form 3 and 
a Form 4 to report its conversion of exchangeable notes to common stock on February 1, 2022.  
This also resulted in Oaktree and these Oaktree Affiliates failing to file a required Form 5 by 
February 14, 2022 to report their holdings that should have been reported on Form 3 during 
CBL’s fiscal year ended December 31, 2021. 
23. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder, and was a cause of violations by certain Oaktree 
Affiliates of such provisions.  

 
 
 9 
 
Respondent Failed to Timely File Schedule 13D and Schedule 13G Amendments  
24. At all relevant times discussed herein, Oaktree and certain Oaktree Affiliates were 
subject to the reporting requirements of Exchange Act Section 13(d) after acquiring greater than 
5% beneficial ownership of a registered class of equity securities of the issuers Eagle, Runway, 
and Berry.   
25. Oaktree filed initial Schedule 13D statements on behalf of itself and certain 
Oaktree Affiliates for Eagle on October 24, 2014 and for Runway on December 28, 2016.  
Subsequently, Oaktree and the Oaktree Affiliates failed to timely file multiple amendments 
required as a result of material changes to the information set forth previously by them on 
Schedule 13D, including:   
• Their dispositions of Eagle shares, each of which constituted more than 1% of the 
class of outstanding Eagle common stock on the following dates, none of which 
were reflected in an amendment until January 13, 2023:  (i) March 10, 2021 
through March 15, 2021; (ii) March 16, 2021 through March 18, 2021; and (iii) 
March 25, 2021 through April 6, 2021.  The January 13, 2023 amendment 
reported a decline in beneficial ownership percentage of the class from the 
approximately 40.1% reported in their last-filed amendment on August 7, 2019 
down to approximately 27.6%; 
 
• Their acquisition of Runway shares on July 28, 2020 constituting more than 1% 
of the class of outstanding Runway common stock, which was not reflected in an 
amendment until August 24, 2020; 
 
• Their acquisitions of Runway shares constituting more than 1% of the class of 
outstanding Runway common stock on each the following periods, none of which 
were reflected in an amendment until February 24, 2022:  (i) December 27, 2021 
through January 4, 2022; and (ii) January 5, 2022 through February 4, 2022; and 
 
• Their acquisitions of Runway shares by at least March 31, 2023 that constituted 
more than 1% of the class of outstanding Runway common stock, which was not 
reflected in an amendment until July 6, 2023. 
 
26. In addition, with respect to the issuer Berry, Oaktree and certain Oaktree 
Affiliates failed to timely file amendments to Schedule 13G required of persons relying on Rule 
13d-1(c) as Passive Investor 13G Filers.  By June 12, 2019, Oaktree and certain Oaktree Affiliates 
became subject to Section 13(d) with respect to the issuer Berry as a result of acquisitions of 
beneficial ownership of Berry’s registered class of common stock.  Oaktree filed a Schedule 13G 
statement on June 24, 2019 on behalf of itself and certain Oaktree Affiliates under Exchange Act 
Rule 13d-1(c) as Passive Investor 13G Filers.  That Schedule 13G statement reported beneficial 
ownership of approximately 15.7% on behalf of certain Oaktree Affiliates.  During the time 
period herein, under Rule 13d-2(d), Passive Investor 13G Filers having beneficial ownership in 

 
 
 10 
 
excess of 10% were required to, among other things, file an amendment promptly after 
increasing or decreasing beneficial ownership by more than 5% of the class of equity securities.  
However, Oaktree and the Oaktree Affiliates failed to promptly file an amendment after its 
beneficial ownership had decreased by more than 5% of the class of securities as of October 13, 
2022, which was not reflected in an amendment until February 14, 2023. 
27. As a result of the conduct described above, Oaktree violated Section 13(d) of the 
Exchange Act and Rule 13d-2 thereunder, and was a cause of violations by certain Oaktree 
Affiliates of such provisions. 
Respondent’s Remedial Efforts 
28. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 
Exchange Act and Rules 13d-2 and 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $375,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 

 
 
 11 
 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Oaktree Capital Management, L.P. as a Respondent in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 
Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   
Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101163 / September 25, 2024 

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22179 

 

 

 

In the Matter of 

 

Oaktree Capital 

Management, L.P., 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Oaktree Capital Management, L.P. 

(“Oaktree” or “Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 

Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 

Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 

below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 

person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 

class of equity security to file a statement with the Commission disclosing certain information and 

to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 

and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 

(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 

the company, but on a mechanical 5% ownership test.  

3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 

officers and directors of a company with a registered class of equity security, and any beneficial 

owners of greater than 10% of such class, to file certain reports of securities holdings and 

transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 

abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 

of the purchases and sales by insiders which may in turn indicate their private opinion as to 

prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 

purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 

transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 

accelerated the reporting deadline for most transactions to two business days and mandated that all 

reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 

4. While subject to these reporting requirements, Oaktree failed to file on a timely basis 

multiple required Section 16(a) reports of holdings and/or transactions in the securities of the issuers 

Eagle Bulk Shipping Inc. (“Eagle”), CBL & Associates Properties Inc. (“CBL”), Infinera Corp. 

(“Infinera”), and Runway Growth Finance Corp. (“Runway”), and failed to timely file certain 

amendments required under Section 13(d) to the Schedules 13D Oaktree filed with respect to 

Eagle and Runway and the Schedule 13G Oaktree filed with respect to the issuer Berry Corp. 

(“Berry”).  Oaktree was also a cause of violations of such requirements by a reporting group of 

Oaktree’s affiliated entities, private funds, and control persons, which shared direct or indirect 

beneficial ownership of the relevant securities (the “Oaktree Affiliates”).  

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

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Respondent 

5. Oaktree, a Delaware limited partnership with its principal place of business in Los 

Angeles, California, has been registered with the Commission as an investment adviser since April 

1995.  The Oaktree Affiliates consist of private funds to which Oaktree provides investment 

advisory services, the ultimate general partners of the funds, and other affiliated general partners, 

managing members, holding companies, and control persons.  Oaktree took responsibility for 

making beneficial ownership filings on behalf of itself and the relevant Oaktree Affiliates that were 

required to file such reports.  Oaktree and certain Oaktree Affiliates were at all relevant times 

discussed herein acquirers of greater than 5% beneficial ownership of registered classes of equity 

securities of Berry, CBL, Eagle, Infinera, and Runway. Oaktree and certain Oaktree Affiliates were 

also at all relevant times discussed herein greater than 10% beneficial owners with respect to CBL, 

Eagle, Infinera, and Runway.  Oaktree also has agreements with Infinera and Runway pursuant to 

which it has designated an Oaktree executive to serve as a director.  

Issuers 

6. Berry (f/k/a Berry Petroleum Corp.) is a Delaware corporation with its principal 

place of business in Texas.  Berry’s common stock is and has been at all relevant times registered 

with the Commission under Section 12 of the Exchange Act and trades on the Nasdaq Stock Market 

(ticker: BRY).   

 

7. CBL is a Delaware corporation with its principal place of business in Tennessee.  

CBL’s common stock is and has been at all relevant times registered with the Commission under 

Section 12 of the Exchange Act and trades on the NYSE (ticker: CBL).   

 

8. Eagle is a Republic of the Marshall Islands corporation with its principal place of 

business in Connecticut.  Eagle’s common stock was registered with the Commission under Section 

12 of the Exchange Act and traded on the NYSE (ticker: EGLE) until April 2024.  In April 2024, 

Eagle completed a previously announced merger transaction in which it became a wholly-owned 

subsidiary of Star Bulk Carriers Corp. (NASDAQ: SBLK). 

 

9. Infinera is a Delaware corporation with its principal place of business in California.  

Infinera’s common stock is and has been at all relevant times registered with the Commission under 

Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: INFN).  

 

10. Runway is a Maryland corporation with its principal place of business in Illinois.  

Runway’s common stock is and has been at all relevant times registered with the Commission under 

Section 12 of the Exchange Act and trades on the Nasdaq Stock Market (ticker: RWAY).   

 

Applicable Legal Framework 

11. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 

including a group, who has acquired beneficial ownership of more than 5% of a class of equity 



 
 

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security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 

statement with the Commission, which includes, among other things, the identity of the beneficial 

owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 

time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days2 after the 

triggering acquisition.  

12. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-

2(a) thereunder required a filer to amend a Schedule 13D promptly3 as material changes occur in 

disclosures previously made, including but not limited to, any material increase or decrease in the 

percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 

securities in an amount equal to 1% or more of the class of securities is deemed material for 

purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 

filing beyond the date the filing reasonably can be made may not be prompt.4   

13. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 

allow the use of short-form disclosure statements on Schedule 13G with differing timing 

requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 

in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 

10 days5 after the triggering acquisition if the person “has not acquired the securities with any 

purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 

with or as a participant in any transaction having that purpose or effect,” and is not directly or 

indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 

Filer”).  

14. During the time period herein, a Passive Investor 13G Filer was required, under 

Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 

calendar year if there were any changes in the information previously reported, unless certain 

                                                 
2  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 

reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 

deadline is required as of February 5, 2024.  See id. at 76942.  

  
3  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 

requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 

 
4  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 

1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

5  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-

98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 

id. at 76942. 

 

 



 
 

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limited exceptions applied.6  In addition, during the time period herein, a Passive Investor 13G Filer 

was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 

acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 

amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 

by more than 5% of the class.7   

15. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 

beneficial owner of a security includes “any person who, directly or indirectly, through any 

contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to such security.  More than one person may be a beneficial 

owner of the same securities.  Because a beneficial owner, under this standard, includes persons 

who have both direct and indirect, as well as shared, voting and investment power, beneficial 

ownership held by an entity is ordinarily also attributable to a control person of an entity and any 

parent company in a control relationship with such entity.8 

16. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 

exceptions.9   

                                                 
6  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 

after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 

id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 

76942. 

 
7  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 

76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 

 
8  See SEC Release No. 34-39538, 63 Fed. Reg. at 2857.  If the organizational structure of the parent and 

related entities are such that the voting and investment powers over the subject securities are exercised 

independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 

controlling persons if certain conditions concerning independence are met.  Id. 

9  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 

as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 

benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 

acquired … without the purpose or effect of changing or influencing control of the issuer or engaging in any 

arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 

Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 

person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 

exceed 1% of the class of securities.   

 



 
 

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17. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 

date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 

securities, exercises and conversions of derivative securities, and grants or awards of securities from 

the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 

fiscal year-end to report any transactions or holdings that should have been, but were not, reported 

on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 

eligible for deferred reporting (unless the insider has previously reported all such transactions).   

18. There is no state of mind requirement for violations of Section 16(a) and 13(d) 

and the rules thereunder.10  The failure to timely file a required report, even if inadvertent, 

constitutes a violation.11     

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis12 

19. Oaktree and certain Oaktree Affiliates were required Section 16(a) reporting 

persons with respect to the issuers Eagle as of October 2014, Infinera as of October 2018, and 

                                                 
10   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 

section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 

affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 

providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 

Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 

16(a) of the Exchange Act).  Negligence is sufficient to establish liability for causing such violations.  See KPMG 

Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 

(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) … in cases in which a 

person is alleged to ‘cause’ a primary violation that does not require scienter.”).               

11   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 

(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to 

whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 

Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 

25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 

business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 

violates Section 16(a)”) (emphasis added). 

12  At the relevant times discussed herein with respect to the issuers Eagle, CBL, Infinera, and Runway, 

Oaktree and the relevant Oaktree Affiliates were not eligible under Exchange Act Rule 16a-1(a)(1) subparagraphs (i) 

through (xi) to exclude any securities over which they were deemed to have direct or indirect beneficial ownership 

under Section 13(d) and the rules thereunder. 



 
 

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Runway as of December 2016, and remain subject to those requirements for Infinera and 

Runway.     

20. Oaktree and certain Oaktree Affiliates failed to file on a timely basis multiple 

required Section 16(a) reports with the Commission with respect to the issuers Eagle, Infinera, and 

Runway, including to report transactions executed on the following dates that were required to be 

reported on Form 4 within two business days:   

Issuer Form Type Date of Trans. Due Date Date Filed 

Eagle 4 11/13/18 11/15/18 11/23/18 

Eagle 4 11/14/18 11/16/18 11/23/18 

Eagle 4 11/15/18 11/19/18 11/23/18 

Eagle 4 11/16/18 11/20/18 11/23/18 

Eagle 4 11/26/18 11/28/18 12/19/18 

Eagle 4 11/27/18 11/29/18 12/19/18 

Eagle 4 12/6/18 12/10/18 12/19/18 

Eagle 4 12/7/18 12/11/18 12/19/18 

Eagle 4 12/10/18 12/12/18 12/19/18 

Eagle 4 12/13/18 12/17/18 12/19/18 

Eagle 4 12/14/18 12/18/18 12/19/18 

Eagle 4 12/20/18 12/24/18 12/31/18 

Eagle 4 12/21/18 12/26/18 12/31/18 

Eagle 4 12/24/18 12/27/18 12/31/18 

Eagle 4 12/26/18 12/28/18 12/31/18 

Infinera 4 1/29/19 1/31/19 2/11/19 

Infinera 4 2/1/19 2/5/19 2/11/19 

Infinera 4 2/4/19 2/6/19 2/11/19 

Runway 4 7/28/20 7/30/20 8/24/20 

Runway 4 9/8/20 9/10/20 10/16/20 

Eagle 4 3/10/21 3/12/21 3/17/21 

Eagle 4 3/11/21 3/15/21 3/17/21 

Eagle 4 3/12/21 3/16/21 3/17/21 



 
 

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Issuer Form Type Date of Trans. Due Date Date Filed 

Eagle 4 3/16/21 3/18/21 3/19/21 

Runway 4 12/6/21 12/8/21 12/10/21 

Runway 4 12/7/21 12/9/21 12/10/21 

Runway 4 1/24/22 1/26/22 2/9/22 

Runway 4 1/25/22 1/27/22 2/9/22 

Runway 4 1/26/22 1/28/22 2/9/22 

Runway 4 1/27/22 1/31/22 2/9/22 

Runway 4 1/28/22 2/1/22 2/9/22 

Runway 4 1/31/22 2/2/22 2/9/22 

Runway 4 2/1/22 2/3/22 2/9/22 

Runway 4 2/2/22 2/4/22 2/9/22 

Runway 4 2/3/22 2/7/22 2/9/22 

Runway 4 2/4/22 2/8/22 2/9/22 

 

21. The late reported transactions in Eagle and Runway stock primarily consisted of 

purchases or sales of stock that Oaktree grouped together on a Form 4 with other purchases or sales 

on later dates that were timely reported.  These late-reported transactions in Eagle stock had an 

aggregate market value of over $12 million and in Runway stock had an aggregate market value of 

over $4.5 million.  The late-reported Infinera transactions involved open-market purchases of 

convertible notes for a total of approximately $3.5 million.  

22. In addition, after becoming greater than 10% beneficial owners subject to Section 

16(a) with respect to CBL as of November 1, 2021, Oaktree and certain Oaktree Affiliates failed 

to file any Section 16(a) reports with respect to CBL for approximately five months, despite 

having filed an initial Schedule 13D on November 10, 2021 that reported beneficial ownership in 

excess of 10% for certain Oaktree Affiliates.  It was not until April 6, 2022 that Oaktree filed on 

behalf of itself and Oaktree Affiliates an initial statement of beneficial ownership on Form 3 and 

a Form 4 to report its conversion of exchangeable notes to common stock on February 1, 2022.  

This also resulted in Oaktree and these Oaktree Affiliates failing to file a required Form 5 by 

February 14, 2022 to report their holdings that should have been reported on Form 3 during 

CBL’s fiscal year ended December 31, 2021. 

23. As a result of the conduct described above, Respondent violated Section 16(a) of 

the Exchange Act and Rule 16a-3 thereunder, and was a cause of violations by certain Oaktree 

Affiliates of such provisions.  



 
 

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Respondent Failed to Timely File Schedule 13D and Schedule 13G Amendments  

24. At all relevant times discussed herein, Oaktree and certain Oaktree Affiliates were 

subject to the reporting requirements of Exchange Act Section 13(d) after acquiring greater than 

5% beneficial ownership of a registered class of equity securities of the issuers Eagle, Runway, 

and Berry.   

25. Oaktree filed initial Schedule 13D statements on behalf of itself and certain 

Oaktree Affiliates for Eagle on October 24, 2014 and for Runway on December 28, 2016.  

Subsequently, Oaktree and the Oaktree Affiliates failed to timely file multiple amendments 

required as a result of material changes to the information set forth previously by them on 

Schedule 13D, including:   

• Their dispositions of Eagle shares, each of which constituted more than 1% of the 

class of outstanding Eagle common stock on the following dates, none of which 

were reflected in an amendment until January 13, 2023:  (i) March 10, 2021 

through March 15, 2021; (ii) March 16, 2021 through March 18, 2021; and (iii) 

March 25, 2021 through April 6, 2021.  The January 13, 2023 amendment 

reported a decline in beneficial ownership percentage of the class from the 

approximately 40.1% reported in their last-filed amendment on August 7, 2019 

down to approximately 27.6%; 

 

• Their acquisition of Runway shares on July 28, 2020 constituting more than 1% 

of the class of outstanding Runway common stock, which was not reflected in an 

amendment until August 24, 2020; 

 

• Their acquisitions of Runway shares constituting more than 1% of the class of 

outstanding Runway common stock on each the following periods, none of which 

were reflected in an amendment until February 24, 2022:  (i) December 27, 2021 

through January 4, 2022; and (ii) January 5, 2022 through February 4, 2022; and 

 

• Their acquisitions of Runway shares by at least March 31, 2023 that constituted 

more than 1% of the class of outstanding Runway common stock, which was not 

reflected in an amendment until July 6, 2023. 

 

26. In addition, with respect to the issuer Berry, Oaktree and certain Oaktree 

Affiliates failed to timely file amendments to Schedule 13G required of persons relying on Rule 

13d-1(c) as Passive Investor 13G Filers.  By June 12, 2019, Oaktree and certain Oaktree Affiliates 

became subject to Section 13(d) with respect to the issuer Berry as a result of acquisitions of 

beneficial ownership of Berry’s registered class of common stock.  Oaktree filed a Schedule 13G 

statement on June 24, 2019 on behalf of itself and certain Oaktree Affiliates under Exchange Act 

Rule 13d-1(c) as Passive Investor 13G Filers.  That Schedule 13G statement reported beneficial 

ownership of approximately 15.7% on behalf of certain Oaktree Affiliates.  During the time 

period herein, under Rule 13d-2(d), Passive Investor 13G Filers having beneficial ownership in 



 
 

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excess of 10% were required to, among other things, file an amendment promptly after 

increasing or decreasing beneficial ownership by more than 5% of the class of equity securities.  

However, Oaktree and the Oaktree Affiliates failed to promptly file an amendment after its 

beneficial ownership had decreased by more than 5% of the class of securities as of October 13, 

2022, which was not reflected in an amendment until February 14, 2023. 

27. As a result of the conduct described above, Oaktree violated Section 13(d) of the 

Exchange Act and Rule 13d-2 thereunder, and was a cause of violations by certain Oaktree 

Affiliates of such provisions. 

Respondent’s Remedial Efforts 

28. In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 

Exchange Act and Rules 13d-2 and 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $375,000 to the Securities and Exchange Commission, for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

Payment must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 



 
 

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6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Oaktree Capital Management, L.P. as a Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 

Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   

Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary 


	Respondent