Sec Form 13D Filing - Brookfield Oaktree Holdings LLC @ STAR BULK CARRIERS CORP SH PAR

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

Star Bulk Carriers Corp.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

Y8162K121

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 22, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (the “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).

1	NAMES OF REPORTING PERSONS
	Oaktree OBC Container Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED B Y EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			2,974,261

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,974,261

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,974,261

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.9% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based upon a total of 102,857,416 common shares of the Issuer (“Common Shares”) issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	Oaktree Opportunities Fund IX Delaware, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			5,371,367

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			5,371,367

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,371,367

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.2% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	Oaktree Opportunities Fund IX (Parallel 2), L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			2,996,277

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,996,277

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,996,277

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.9% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	OCM XL Holdings L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			14,966,826

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			14,966,826

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,966,826

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.6% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	Oaktree Dry Bulk Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			5,633,033

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			5,633,033

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,633,033

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.5% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

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	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			11,026,416

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			11,026,416

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,026,416

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.7% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	OCM FIE, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			74,241

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			74,241

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	74,241

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.07% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	Atlas OCM Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			15,041,067

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			15,041,067

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,041,067

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.6% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			11,026,416

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			11,026,416

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,026,416

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.7% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

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	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			15,041,067

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			15,041,067

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,041,067

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.6% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

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1	NAMES OF REPORTING PERSONS
	BAM Partners Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			11,026,416

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			11,026,416

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,026,416

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.7% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)

Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

This Amendment No. 18 (“Amendment No. 18”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons (as hereinafter defined) on August 5, 2013, as amended by Amendment No. 1 thereto filed October 7, 2013, Amendment No. 2 thereto filed December 2, 2013, Amendment No. 3 thereto filed June 18, 2013, Amendment No. 4 thereto filed July 15, 2014, Amendment No. 5 thereto filed January 15, 2015, Amendment No. 6 thereto filed May 20, 2015, Amendment No. 7 thereto filed May 29, 2015, Amendment No. 8 thereto filed September 29, 2016, Amendment No. 9 thereto filed February 6, 2017, Amendment No. 10 thereto filed July 18, 2018, Amendment No. 11 thereto filed November 29, 2018, Amendment No. 12 thereto filed December 18, 2018, Amendment No. 13 thereto filed March 29, 2019, Amendment No. 14 thereto filed June 3, 2019, Amendment No. 15 thereto filed August 14, 2019, Amendment No. 16 thereto filed June 21, 2021 and Amendment No. 17 thereto filed July 7, 2021 (as so amended, the “Schedule 13D”) with respect to the common shares, par value $0.01 per share (the “Common Shares”) of Star Bulk Carriers Corp., a Republic of the Marshall Islands corporation (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Star Bulk Management Inc., 40 Agiou Konstantinou Street, 15124 Maroussi, Athens, Greece.

Item 2.

Identity and Background

(a) – (c), (f)

This Schedule 13D is filed as joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):

Oaktree OBC Container Holdings LLC, a Cayman Islands limited liability company (“Container”);

Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX”);

Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership (“Parallel 2”);

OCM XL Holdings L.P., a Cayman Islands limited partnership (“XL Holdings”);

Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (“Dry Bulk”);

OCM FIE, LLC, a Delaware limited liability company (“OCM FIE,” and together with the Reporting Persons above, the “Oaktree Holders”)

Oaktree Capital Group, LLC, a Delaware limited liability company (“Oaktree Capital”);

Atlas OCM Holdings, LLC, a Delaware limited liability company (“Atlas,” and together with Oaktree Capital and the Oaktree Holders, the “Oaktree Parties”);

Brookfield Corporation, an Ontario corporation (“Brookfield”);

10.

BAM Partners Trust, a trust formed under the laws of Ontario (“BAM”); and

11.

Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC,” and together with Brookfield and BAM, the “Brookfield Parties”).

(d) – (e)

During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons, reflected in Annex A attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.

Interest in Securities of the Issuer

(a)

and (b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. All such ownership percentages of the securities reported herein are based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.

The aggregate 26,067,483 Common Shares reported in this statement, which constitutes 25.3% of the outstanding Common Shares, are held by the Reporting Persons as follows:

•

Container is the direct holder of 2,974,261 Common Shares.

•

Fund IX is the direct holder of 2,397,106 Common Shares and the general partner of Container, and as such may be deemed to beneficially own an aggregate 5,371,367 Common Shares.

•

Parallel 2 is the direct holder of 22,160 Common Shares and the general partner of Container, and as such may be deemed to beneficially own 2,996,277 Common Shares.

•

Dry Bulk is the direct holder of 5,633,033 Common Shares.

•

XL Holdings is the direct holder of 14,966,826 Common Shares.

•

OCM FIE is the direct holder of 74,241 Common Shares.

•

Oaktree Capital is the indirect manager of Container, Parallel 2, and Dry Bulk, and as such may be deemed to beneficially own an aggregate 11,026,416 Common Shares. The Schedule 13D previously reflected ownership by Oaktree Capital of 25,993,242 Common Shares, which included the Common Shares directly held by XL Holdings, that, as a result of an internal restructuring, are now managed by Atlas.

•

Atlas is the indirect manager of XL Holdings and OCM FIE, and as such may be deemed to beneficially own an aggregate 15,041,067 Common Shares.

•

Brookfield is the indirect owner of class A units of Capital Group, and as such may be deemed to beneficially own 11,026,416 Common Shares.

•

Brookfield ULC is the indirect owner of class A units of Atlas, and as such may be deemed to beneficially own 15,041,067 Common Shares.

•

BAM is the sole owner of Class B Limited Voting Shares of Brookfield, and as such may be deemed to beneficially own 11,026,416 Common Shares.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement 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 Act, the beneficial owner of any securities covered by this statement.

(c)

Other than as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.

(d) – (e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On September 22, 2023, the Issuer announced that it entered into a Repurchase Agreement (the “Repurchase Agreement”) with XL Holdings, pursuant to which the Issuer agreed to purchase 10 million Common Shares from XL Holdings at a price per share of $18.50. The closing is expected to occur on October 9, 2023.

Item 7.

Materials to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement, dated as of September 27, 2023, among the Reporting Persons, which amends the Joint Filing Agreement filed originally as Exhibit 1 to Amendment No. 4 of this Schedule 13D on July 15, 2014.

Exhibit 10	Press Release dated September 22, 2023, incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer on September 22, 2023.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 27, 2023
	OAKTREE OBC CONTAINER HOLDINGS LLC

	By:	Oaktree Opportunities Fund IX Delaware, L.P.
	Its:	General Partner

	By:	Oaktree Opportunities Fund IX (Parallel 2), L.P.
	Its:	General Partner

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

	By:	Oaktree Opportunities Fund IX GP, L.P.
	Its:	General Partner

	By:	Oaktree Opportunities Fund IX GP, Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OCM XL HOLDINGS L.P.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OAKTREE DRY BULK HOLDINGS LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OCM FIE, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
		Name: Swati Mandava
		Title: Managing Director, Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		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

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Dated: September 27, 2023
	OAKTREE OBC CONTAINER HOLDINGS LLC

	By:	Oaktree Opportunities Fund IX Delaware, L.P.
	Its:	General Partner

	By:	Oaktree Opportunities Fund IX (Parallel 2), L.P.
	Its:	General Partner

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

	By:	Oaktree Opportunities Fund IX GP, L.P.
	Its:	General Partner

	By:	Oaktree Opportunities Fund IX GP, Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OCM XL HOLDINGS L.P.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OAKTREE DRY BULK HOLDINGS LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Senior Vice President

	OCM FIE, LLC

	By:	/s/ Henry Orren
		Name: Henry Orren
		Title: Authorized Signatory

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
		Name: Swati Mandava
		Title: Managing Director, Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		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

Annex A – Covered Persons

Each of the individuals identified in this Annex A disclaim beneficial ownership over the Common Stock reported herein.

Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC

Name		Principal Occupation

Howard S. Marks		Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co- Chairman of Oaktree Capital Management, L.P.

Bruce A. Karsh		Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.

Jay S. Wintrob		Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.

John B. Frank		Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.

Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.

Justin B. Beber		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Administrative Officer and General Counsel for Brookfield Asset Management Ltd.

Bruce Flatt		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Corporation and Brookfield Asset Management Ltd.

D. Richard Masson		Owner and general manager of Golden Age Farm, LLC

Mama C. Whittington		Retired

Steven J. Gilbert		Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.

Daniel D. Levin		Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.

Todd E. Molz		General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P.

Brookfield Corporation

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

M. Elyse Allan, Director	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada and U.S.A.

Jeffrey M. Blidner, Director and Vice Chair	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Vice Chair, Brookfield Corporation	Canada

Angela F. Braly, Director	250 Vesey Street, 15^th Fl New York, NY 10281-1023, U.S.A.	Corporate Director	U.S.A.

Jack L. Cockwell, Director	51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada	Chair of Brookfield Partners Foundation	Canada

Maureen Kempston Darkes, Director	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada

Janice Fukakusa, Director	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada

Bruce Flatt, Director, Chief Executive Officer	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation	Canada

Brian D. Lawson, Director and Vice Chair	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Vice Chair, Brookfield Corporation	Canada

Howard S. Marks, Director	Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.	Co-Chairman, Oaktree Capital Management Inc.	U.S.A.

The Honourable Frank J. McKenna, Director	TDCT Tower 161 Bay Street, 35th Fl Toronto, Ontario M5J 2T2, Canada	Chair of Brookfield Corporation and Deputy Chair of TD Bank Group, Wholesale	Canada

Rafael Miranda, Director	C/Santiago de Compostela 100 28035 Madrid, Spain	Corporate Director	Spain

Lord Augustine Thomas O’Donnell, Director	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K	Corporate Director	United Kingdom

Hutham S. Olayan, Director	250 Vesey Street, 15^th Fl New York, NY 10281-1023, U.S.A.	Chair of Olayan Group	U.S.A. and Saudi Arabia

Diana L. Taylor, Director	c/o Bloomberg Philanthropies, 25 East 78th Street, New York, N.Y. 10075	Corporate Director	U.S.A.

Nicholas H. Goodman, President and Chief Financial Officer	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	President and Chief Financial Officer, Brookfield Corporation	United Kingdom

BAM Class B Partners Inc. as Trustees of BAM Partners Trust

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Jack L. Cockwell, Director and Vice President	51 Yonge Street, Suite 100, Toronto, Ontario M5E 1J1, Canada	Chair of Brookfield Partners Foundation	Canada

Bruce Flatt, Director and Vice President	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.-	Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation	Canada

Brian D. Lawson, Director and President	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Vice Chair, Brookfield Corporation	Canada

Kathy Sarpash, Secretary	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Managing Director – Legal & Regulatory of Brookfield Asset Management	Canada

Brookfield Asset Management Ltd.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Mike Carney, Director and Head of Transition Investing	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Chair of the Board and Head of Transition Investing	Canada

Satish Rai, Director	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada

Marcel R. Coutu, Director	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada

Olivia (Liv) Garfield, Director	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Chief Executive, Severn Trent PLC	United Kingdom

Nili Gilbert, Director	250 Vesey Street, 15^th Floor, New York, NY 10281-1023, U.S.A.	Vice-Chair, Carbon Direct LLC	U.S.A.

Keith Johnson, Director	250 Vesey Street, 15^th Floor, New York, NY 10281-1023, U.S.A.	Senior Managing Director, Sequoia Heritage	U.S.A.

Allison Kirkby, Director	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	President and Chief Executive Officer, Telia Company AB	United Kingdom

Diana Noble, Director	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Founder, Kirkos Partners	United Kingdom

Bruce Flatt, Director, Chief Executive Officer	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation	Canada

Brian W. Kingston, Director, Managing Partner, Chief Executive Officer of Real Estate	250 Vesey Street, 15^th Floor, New York, NY 10281-1023, U.S.A.	Managing Partner, Chief Executive Officer of Real Estate	Canada

Cyrus Madon, Director, Managing Partner, Chief Executive Officer of Private Equity	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer of Private Equity	Canada

Samuel J.B. Pollock, Director, Managing Partner, Chief Executive Officer of Infrastructure	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer of Infrastructure	Canada

Bahir Manios, Managing Partner, Chief Financial Officer	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Financial Officer	Canada

Connor Teskey, Managing Partner, President and Chief Executive Officer of Renewable Power & Transition	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Managing Partner, President and Chief Executive Officer of Renewable Power & Transition	Canada

Craig Noble, Managing Partner, Chief Executive Officer of Alternative Investments	181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer of Alternative Investments	Canada

Sec Form 13D Filing - Brookfield Oaktree Holdings LLC (OAK) filing for STAR BULK CARRIERS CORP SH PAR (SBLK) - 2023-09-27