Sec Form 13G Filing - Oaktree Value Equity Fund L.P. filing for PINSTRIPES HOLDINGS, INC (PNST) - 2024-09-11

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.

Names of Reporting Persons

Oaktree Value Equity Fund, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially  Owned By Each Reporting Person

With

Sole Voting Power

0

Shared Voting Power

1,296,000 ⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

1,296,000 ⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

1,296,000 ⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

3.1% ⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 1,296,000 shares of class A common stock (“Class A Shares”), issuable upon exercise of an equivalent number of Warrants (as defined in Item 4).

Calculated based upon an aggregate of 40,087,785 Class A Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed with the SEC on September 4, 2024, as increased by 1,296,000 Class A Shares issuable in respect of an equivalent number of Warrants.

Names of Reporting Persons

Oaktree Capital Holdings, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially  Owned By Each Reporting Person

With

Sole Voting Power

0

Shared Voting Power

1,296,000 ⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

1,296,000 ⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

1,296,000 ⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

3.1% ⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 1,296,000 Class A Shares issuable upon exercise of an equivalent number of Warrants.

Calculated based upon an aggregate of 40,087,785 Class A Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed with the SEC on September 4, 2024, as increased by 1,296,000 Class A Shares issuable in respect of an equivalent number of Warrants.

Names of Reporting Persons

Oaktree Capital Group Holdings GP, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially  Owned By Each Reporting Person

With

Sole Voting Power

0

Shared Voting Power

1,296,000 ⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

1,296,000 ⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

1,296,000 ⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

3.1% ⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 1,296,000 Class A Shares issuable upon exercise of an equivalent number of Warrants.

Calculated based upon an aggregate of 40,087,785 Class A Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed with the SEC on September 4, 2024, as increased by 1,296,000 Class A Shares issuable in respect of an equivalent number of Warrants.

Names of Reporting Persons

Brookfield Asset Management ULC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☒  (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Columbia, Canada

Number of Shares Beneficially  Owned By Each Reporting Person

With

Sole Voting Power

0

Shared Voting Power

1,296,000 ⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

1,296,000 (1)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,296,000 ⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

3.1% ⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 1,296,000 Class A Shares issuable upon exercise of an equivalent number of Warrants.

Calculated based upon an aggregate of 40,087,785 Class A Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed with the SEC on September 4, 2024, as increased by 1,296,000 Class A Shares issuable in respect of an equivalent number of Warrants.

Item 1(b).

Address of the Issuer’s Principal Executive Offices

400 Skokie Blvd., Suite 820

Northbrook, IL 60062

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) Oaktree Value Equity Fund, L.P. (“Oaktree VEF”);

(ii)  Oaktree Capital Holdings, LLC (“OCH”);

(iii)  Oaktree Capital Group Holdings GP, LLC (“OCGH,” and together with each of the foregoing, the “Oaktree Parties”); and

(iv) Brookfield Asset Management ULC.

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

The principal business address of each of the Oaktree Parties is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

The principal business address of Brookfield Asset Management ULC is Brookfield Place, Suite 100, 181 Bay Street P.O. Box 762 Toronto, Ontario, Canada, M5J2T3.

Item 2(c).

Citizenship

Item 2(d).

Title of Class of Securities

Item 2(e).

CUSIP Number

Item  3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Item  4.

Ownership

(a)   Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)  Percent of Class:

See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Oaktree VEF directly holds 3,087,250 warrants to acquire Class A Shares (“Warrants”). OCH is the indirect manager of Oaktree VEF, OCGH is the manager of OCH, and Brookfield Asset Management ULC is the indirect owner of class A units of OCH; in such capacities, each of OCH, OCGH, and Brookfield Asset Management ULC may be deemed to beneficially own the reported securities.

Each Warrant is exercisable for one Class A Share, subject to a 4.8% exercise limitation set forth in the Loan Agreement between Oaktree Fund Administration, LLC and the Issuer, dated December 29, 2023, as increased to 9.8% pursuant to the notice to the Issuer, dated September 4, 2024, from Oaktree Capital Management, LP, acting on behalf of the Reporting Persons. In this regard, effective November 4, 2024, the Warrants can be exercised only to the extent that, after giving effect to such exercise, the aggregate amount of Class A Shares beneficially owned by the Reporting Persons and their affiliates does not exceed 9.8% of the outstanding Class A Shares (the “Blocker”). On January 8, 2024, Brookfield Property Partners L.P. filed a Schedule 13G with the SEC (the “Brookfield 13G”) and reported ownership of 2,759,932 Class A Shares. As Brookfield Property Partners L.P. may be deemed an affiliate of the Reporting Persons, the number of Class A Shares that can be acquired upon exercise of the Warrants, as subject to the Blocker, is 1,296,000, which, when aggregated with the Class A Shares reported on the Brookfield 13G, would represent beneficial ownership of 9.8% of the outstanding Class A Shares.

All calculations of beneficial ownership reported herein are based upon an aggregate of 40,087,785 Class A Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed with the SEC on September 4, 2024, as increased by 1,296,000 Class A Shares issuable in respect of 1,296,000 Warrants.

Item  5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item  6.

Ownership of More than Five Percent on Behalf of Another Person

Item  7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Item  8.

Identification and Classification of Members of the Group

Item  9.

Notice of Dissolution of Group

Item 10.

Certification.