Oaktree Acquisition SC 13GBeneficial ownership report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Oaktree Acquisition Corp.

(Name of Issuer)

CLASS A ORDINARY SHARES, PAR VALUE $0.0001

(Title of Class of Securities)

G67145 105

(CUSIP Number)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐  Rule13d-1(b)

☐  Rule13d-1(c)

☒  Rule13d-1(d)

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 (“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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Item 1(a) Name of Issuer

Oaktree Acquisition Corp. (the “Issuer”)

Item 1(b) Address of the Issuer’s Principal Executive Offices

333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Item 2(a) Names of Persons Filing

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Item 2(b) Address of the Principal Business Office, or if none, Residence

333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Item 2(c) Citizenship

See responses to Item 4 on each of the cover pages.

Item 2(d) Title of Class of Securities

Class A Ordinary Shares, $0.0001 par value per share.

Item 2(e) CUSIP Number

G67145 105

Item 3 If this statement is filed pursuant to Rules13d-1(b), or13d-2(b) or (c), check whether the person filing is a:

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Item 4 Ownership

The responses to Items 5 to 9 and 11 in each of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2019, Sponsor directly holds 5,031,250 Class B Ordinary Shares of the Issuer, representing 20% of the Issuer’s Ordinary Shares issued and outstanding, based on 20,125,000 Class A Ordinary Shares and 5,031,250 Class B Ordinary Shares outstanding as of November 12, 2019, as reported by the Issuer in its quarterly report on Form10-Q filed with the U.S. Securities and Exchange Commission on November 12, 2019. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on aone-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on FormS-1 (FileNo. 333-232444). constituting approximately 2.8% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

General Partner, in its capacity as the general partner of Sponsor, has the ability to direct the management of Sponsor, including the power to vote and dispose of securities held by Sponsor; therefore, General Partner may be deemed to have indirect beneficial ownership of the Class B Ordinary Shares held by Sponsor.

Management, in its capacity as the director of General Partner, has the ability to direct the management of General Partner’s business, including the power to direct the decisions of General Partner regarding the vote and disposition of securities held by Sponsor; therefore, Management may be deemed to have indirect beneficial ownership of the Class B Ordinary Shares held by Sponsor.

Management GP, in its capacity as the director of Management, has the ability to direct the management of Management’s business, including the power to direct the decisions of Management regarding the vote and disposition of securities held by Sponsor; therefore, Management GP may be deemed to have indirect beneficial ownership of the Class B Ordinary Shares held by Sponsor.

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 Sponsor; therefore, Atlas may be deemed to have indirect beneficial ownership of the Class B Ordinary Shares held by Sponsor.

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

BAM, 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 Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Sponsor; therefore BAM may be deemed to have indirect beneficial ownership of the Class B Ordinary Shares held by Sponsor.

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

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Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following  ☐.

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8 Identification and Classification of Members of the Group

Not Applicable

Item 9 Notice of Dissolution of Group

Not Applicable

Item 10 Certification

Not Applicable

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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.

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Exhibit Index