Filing Details

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1	NAMES OF REPORTING PERSONS
	Oaktree Value Equity Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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1	NAMES OF REPORTING PERSONS
	Oaktree Value Equity Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	Solely in its capacity as the general partner of Oaktree Value Equity Fund GP, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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(1)	Solely in its capacity as the sole shareholder of Oaktree Value Equity Fund GP Ltd.

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

1	NAMES OF REPORTING PERSONS
	OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
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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1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

(1)	Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			749,850 (1)
		6	SHARED VOTING POWER
			None.
		7	SOLE DISPOSITIVE POWER
			749,850 (1)
		8	SHARED DISPOSITIVE POWER
			None.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	749,850 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.)

	(14)	Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of the class A units of Atlas, in its capacity as such; and
	(15)	BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.
	The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of Brookfield Corporation and BAM Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3.  The principal business address of BAM ULC is 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada V6E 4N7.
	(d)	Title of Class of Securities:
	Common shares of beneficial interest, par value $0.001 per share
	(e)	CUSIP Number:  85512G106

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	Not applicable.

ITEM 4.	OWNERSHIP
	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. VE Holdings is the direct owner of 749,850 Common Shares, constituting approximately 5.6% of the Issuer’s outstanding Common Shares, and has the sole power to vote and dispose of such securities.

VEF GP, in its capacity as the general partner of VE Holdings, has the ability to direct the management of the business of VE Holdings, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF GP may be deemed to beneficially own the Common Shares held by VE Holdings.

VEF Ltd., in its capacity as the general partner of VEF GP, has the ability to direct the management of VEF GP’s business, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF Ltd. may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Management, as the sole director of VEF Ltd., has the ability to direct the management of VEF Ltd., including the power to direct the decisions of VEF Ltd. regarding the vote and disposition of securities held by VE Holdings. Therefore, Management may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Management GP, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by VE Holdings. Therefore, Management GP may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding the vote and disposition of securities held by VE Holdings. Therefore, Atlas may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

GP I, in its capacity as the sole shareholder of VEF Ltd., has the ability to appoint and remove the directors of VEF Ltd. and, as such, may indirectly control the decisions of VEF Ltd regarding the vote and disposition of securities held by VE Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by VE Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of the Shares held by VE Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

OCGH, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, OCGH may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

Brookfield ULC is deemed a beneficial owner of the shares directly or indirectly held by Atlas OCM Holdings.

Brookfield, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, Brookfield may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings. Brookfield is also deemed a beneficial owner of the reported shares beneficially owned by Brookfield ULC as a result of its interest in Brookfield ULC.

 

BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by VE Holdings; therefore, BAM Partnership may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.

 

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 person’s pecuniary interest in the Common Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All calculations of percentage ownership herein are based on an aggregate of 13,319,552 Common Shares of the Issuer outstanding as of March 31, 2023, as reported in the Issuer’s Current Report on Form 8-K filed on March 31, 2023.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Not applicable

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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