Sec Form 3 Filing - OAKTREE CAPITAL MANAGEMENT LP @ DIAL GLOBAL, INC. /DE/ - 2013-02-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
OAKTREE CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol
DIAL GLOBAL, INC. /DE/ [ DIAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
333 S. GRAND AVENUE, 28TH FL.,
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2013
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series A Preferred Stock, par value $0.01 per share 9,691.374 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Class A Common Stock, par value $0.01 per share 71,428 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Class B Common Stock, par value $0.01 per share 34,237,638 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OAKTREE CAPITAL MANAGEMENT LP
333 S. GRAND AVENUE, 28TH FL.
LOS ANGELES, CA90071
X
OCM Principal Opportunities Fund IV, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.,
333 S. GRAND AVENUE, 28TH FL.
LOS ANGELES, CA90071
X
OCM Principal Opportunities Fund IV GP, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.,
333 S. GRAND AVENUE, 28TH FL.
LOS ANGELES, CA90071
X
OCM Principal Opportunities Fund IV GP LTD
C/O OAKTREE CAPITAL MANAGEMENT, L.P.,
333 S. GRAND AVENUE, 28TH FL.
LOS ANGELES, CA90071
X
Oaktree Holdings, Inc.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.,
333 S. GRAND AVENUE, 28TH FL.
LOS ANGELES, CA90071
X
Signatures
/s/ See Signatures included in Exhibit 99.1 03/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being filed with respect to 9,691.374 shares of Series A Preferred Stock, 71,428 shares of Class A Common Stock and 34,237,638 shares of Class B Common Stock, each with a par value of $.01 per share, of Dial Global, Inc. (formerly known as Westwood One, Inc., the "Issuer") directly owned by Triton Media Group, LLC, a Delaware limited liability company ("Triton").
( 2 )This Form 3 is also being filed by OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership ("Oaktree Fund IV"), which directly holds Class A Units of Triton.
( 3 )This Form 3 is also being filed by OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands exempted limited partnership (the "Oaktree Fund IV GP"), in its capacity as the general partner of Oaktree Fund IV.
( 4 )This Form 3 is also being filed by OCM Principal Opportunities Fund IV GP Ltd., a Cayman Islands exempted company ("Oaktree Fund IV GP Ltd."), in its capacity as the general partner of Oaktree Fund IV GP.
( 5 )This Form 3 is also being filed by Oaktree Capital Management, L.P., a Delaware limited partnership ("OCM"), in its capacity as the duly appointed investment manager of OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, and Oaktree Fund IV, and as the duly elected sole director of Oaktree Fund IV GP Ltd.
( 6 )This Form 3 is also being filed by Oaktree Holdings, Inc., a Delaware corporation ("Oaktree Holdings Inc.") in its capacity as the general partner of OCM.
( 7 )Oaktree Holdings Inc. is a corporation managed by a board of directors, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank and David M. Kirchheimer (each, an "Oaktree Holdings Inc. Director" and collectively, the "Oaktree Holdings Inc. Directors"). In such capacity, the Oaktree Holdings Inc. Directors may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each Oaktree Holdings Inc. Director disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3.
( 8 )Information with respect to each of the entities described in the foregoing clauses (1) through (7), other than the Issuer (each a "Reporting Person"), is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Triton with respect to its direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.

Remarks:
This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by OCM Principal Opportunities Fund IV, L.P., OCM Principal Opportunities Fund IV GP, L.P., OCM Principal Opportunities Fund IV GP Ltd., Oaktree Capital Management, L.P., and Oaktree Holdings, Inc. An accompanying filing is being filed, on the date hereof, by Triton Media Group, LLC, OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P., OCM Principal Opportunities Fund III GP, L.P., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC. Both filings relate to the same holdings described above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.