Amended Statement of Ownership (sc 13g/a)
June 08 2017 - 6:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AdvancePierre
Foods Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
00782L107
(CUSIP Number)
June 6, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
2
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM APFH Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
|
4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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|
SOLE VOTING POWER
0
|
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6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
|
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|
|
|
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
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|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
3
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Principal Opportunities Fund IV Delaware, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
4
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Principal Opportunities Fund IV Delaware GP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
CO
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
5
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Principal Opportunities Fund IV, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
6
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Principal Opportunities Fund IV GP, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
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|
|
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
7
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Principal Opportunities Fund IV GP Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
CO
|
|
|
|
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CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
8
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Capital Management, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
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|
CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
9
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Holdings, Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
CO
|
|
|
|
|
|
CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
10
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Fund GP I, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
11
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Capital I, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
12
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
OCM Holdings I, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
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CUSIP No. 00782L107
|
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SCHEDULE 13G
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Page
13
of 24
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1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Holdings, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
|
CUSIP No. 00782L107
|
|
SCHEDULE 13G
|
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Page
14
of 24
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|
|
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|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Capital Group, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
15
of 24
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Oaktree Capital Group Holdings GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
16
of 24
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AdvancePierre Foods Holdings, Inc. (the
Issuer
)
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(b)
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Address of Issuers Principal Executive Offices:
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(a)
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Name of Person Filing; Address of Principal Business Office; and Citizenship:
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This Schedule
13G is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by:
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(1)
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OCM APFH Holdings, LLC, a Delaware limited liability company (
OCM APFH
), in its capacity as the direct owner of 1,223,112 shares;
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(2)
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OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (
POF IV Delaware
and, together with OCM APFH, the
Investors
), in its capacity as the manager of
OCM APFH and in its capacity as the direct owner of 31,732,120 shares;
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(3)
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OCM Principal Opportunities Fund IV Delaware GP Inc., a Delaware corporation (
POF IV Delaware GP
), in its capacity as the general partner of POF IV Delaware;
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(4)
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OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership(
POF IV
), in its capacity as the general partner of POF IV Delaware GP;
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(5)
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OCM Principal Opportunities Fund IV GP, L.P., Cayman Islands exempted limited partnership (
POF IV GP
), in its capacity as the general partner of POF IV;
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(6)
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POF IV GP LTD., a Cayman Islands exempted company (
POF IV GP LTD
), in its capacity as the general partner of POF IV GP;
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(7)
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Oaktree Capital Management, L.P., a Delaware limited partnership (
Management
), in its capacity as the sole director of POF IV GP LTD;
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(8)
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Oaktree Holdings, Inc., a Delaware corporation (
Holdings
), in its capacity as the general partner of Management;
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
17
of 24
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(9)
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Oaktree Fund GP I, L.P., a Delaware limited partnership (
GP I
), in its capacity as the sole shareholder of POF IV GP LTD;
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(10)
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Oaktree Capital I, L.P., a Delaware limited partnership (
Capital I
), in its capacity as general partner of GP I;
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(11)
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OCM Holdings I, LLC, a Delaware limited liability company (
Holdings I
), in its capacity as the general partner of Capital I;
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(12)
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Oaktree Holdings, LLC, a Delaware limited liability company (
Holdings LLC
), in its capacity as the managing member of Holdings I;
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(13)
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Oaktree Capital Group, LLC, a Delaware limited liability company (
OCG
), in its capacity as the managing member of Holdings LLC and as the sole shareholder of Holdings; and
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(14)
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Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (
OCGH
), in its capacity as the duly elected manager of OCG.
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The principal business address of each of the Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
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(b)
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The information contained in Item 2(a) is hereby incorporated by reference into this Item 2(b).
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(c)
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The information contained in Item 2(a) is hereby incorporated by reference into this Item 2(c).
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(d)
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Title of Class of Securities:
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Common stock, par value $0.01 per share (
Common Stock
)
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
18
of 24
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
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(e)
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☐ An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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☐ Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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The information contained in Items
5-9
and 11
of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
Pursuant to Rule
13d-4
of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of
the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such persons pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial
ownership is expressly disclaimed by each Reporting Person.
Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that
as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6.
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Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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Not Applicable.
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
19
of 24
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Item 8.
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Identification and Classification of Members of the Group:
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Not Applicable.
Item 9.
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Notice of Dissolution of Group:
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Not Applicable.
Not Applicable.
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
20
of 24
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 8, 2017
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OCM APFH HOLDINGS, LLC
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By:
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OCM Principal Opportunities Fund IV Delaware, L.P., its manager
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By:
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OCM Principal Opportunities Fund IV Delaware GP Inc., its general partner
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Authorized Signatory
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OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE,
L.P.
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By:
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OCM Principal Opportunities Fund IV Delaware GP Inc., its general partner
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Authorized Signatory
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OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP
INC.
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Authorized Signatory
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OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
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By:
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OCM Principal Opportunities Fund IV GP, L.P., its general partner
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By:
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OCM Principal Opportunities Fund IV GP Ltd., its general partner
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By:
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Oaktree Capital Management, L.P., its director
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
21
of 24
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OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.
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By:
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OCM Principal Opportunities Fund IV GP Ltd., its general partner
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By:
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Oaktree Capital Management, L.P., its director
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.
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By:
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Oaktree Capital Management, L.P., its director
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OAKTREE CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OAKTREE HOLDINGS, INC.
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OAKTREE FUND GP I, L.P.
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Authorized Signatory
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OAKTREE CAPITAL I, L.P.
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OCM HOLDINGS I, LLC
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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CUSIP No. 00782L107
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SCHEDULE 13G
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Page
22
of 24
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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Oaktree Capital Group Holdings GP, LLC
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Its:
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Manager
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jamie Toothman
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Name:
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Jamie Toothman
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Title:
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Vice President
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