SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OCM Opps EB Holdings Ltd.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90771

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eagle Bulk Shipping Inc. [ EGLE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share ("Common Stock") 06/22/2023 S 3,781,561 D $58(1) 0 I See Footnote(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
OCM Opps EB Holdings Ltd.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90771

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Fund GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE FUND GP I, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital I, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OCM HOLDINGS I, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BROOKFIELD Corp /ON/

(Last) (First) (Middle)
BROOKFIELD PLACE, 181 BAY ST, STE 100
PO BOX 762

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAM Partners Trust

(Last) (First) (Middle)
181 BAY STREET
SUITE 300

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
Explanation of Responses:
1. On June 22, 2023, OCM Opps EB Holdings Ltd. (the "EB Holdings") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Eagle Bulk Shipping Inc. (the "Company"), pursuant to which the Company agreed to purchase 3,781,561 shares of the Company's common stock, par value $0.1 per share (the "Common Stock") (the "Purchased Shares") from EB Holdings at an aggregate purchase price of $219,330,538.00 (the "Purchase Price"), representing a purchase price of $58.00 per share. The Purchased Shares constitute all of the Common Stock of the Company owned by EB Holdings.
2. This Form 4 is being filed by EB Holdings with respect to the Common Stock, that may be deemed to be beneficially owned by the Reporting Persons (as defined below) all of which are directly owned by EB Holdings. This Form 4 is also being filed by each of (i) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of EB Holdings, (ii) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as the managing member of Fund GP, (iii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I, (iv) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I, (v) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (vi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings, (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as (cont'd in FN 3)
3. (cont'd from FN 2) the indirect owner of the class B units of OCG, (viii) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of the class A units of OCG and (ix) BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield ("BAM," and, together with EB Holdings, Fund GP, GP I, Capital I, Holdings I, Holdings, OCG, OCGH GP and Brookfield, the "Reporting Persons" and each a "Reporting Person").
4. Each Reporting Person disclaims beneficial ownership of the Common Stock 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 Common Stock covered by this Form 4.
5. The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by EB Holdings. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.
/s/ See Signatures Included in Exhibit 99.1 06/23/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

EXHIBIT 99.1

  

This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 4 filed herewith.

 

Name of Designated Filer: OCM OPPS EB HOLDINGS LTD.

 

Date of Event Requiring Statement: 06/22/2023

 

Issuer Name: Eagle Bulk Shipping, Inc. [EGLE]

 

  OCM OPPS EB HOLDINGS, LTD.  
       
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

 

  OAKTREE FUND GP, LLC  
     
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  

 

 

  OAKTREE FUND GP I, L.P.  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  

 

 

  OAKTREE CAPITAL I, L.P.  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

 

  OCM HOLDINGS I, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

   

 

 

  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

 

  OAKTREE CAPITAL GROUP, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

 

  OAKTREE CAPITAL GROUP HOLDINGS GP, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       

 

  BROOKFIELD CORPORATION  
       
  By: /s/ Swati Mandava  
  Name:

Swati Mandava

 
  Title:

Managing Director, Legal & Regulatory

 
       

 

  BAM PARTNERS TRUST  
     
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
  Name: Kathy Sarpash  
  Title: Secretary