Atlas OCM Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Oaktree Acquisition Holdings III LS, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2024

3. Issuer Name and Ticker or Trading Symbol
Oaktree Acquisition Corp. III Life Sciences [ OACC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares⁽⁴⁾	550,000⁽⁴⁾	D⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares	⁽⁵⁾	⁽⁵⁾	Class A ordinary shares	5,031,250⁽⁶⁾	⁽⁵⁾	D⁽¹⁾⁽²⁾⁽³⁾
Private placement warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A ordinary shares	110,000⁽⁸⁾	⁽⁸⁾	D⁽¹⁾⁽²⁾⁽³⁾
Private placement units (obligation to buy)⁽⁹⁾	10/23/2024⁽⁹⁾	12/07/2024⁽⁹⁾	Class A ordinary shares and private placement warrants⁽⁹⁾	52,500⁽⁹⁾	⁽⁹⁾	D⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Oaktree Acquisition Holdings III LS, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Acquisition Holdings III LS GP, Ltd.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAKTREE CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Management GP, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Holdings, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brookfield Asset Management Ltd.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 is being filed by Oaktree Acquisition Holdings III, LLC ("Holdings"). The managing member of Holdings is Oaktree Acquisition Holdings III LS GP, Ltd. ("Holdings GP"). The director of Holdings GP is Oaktree Capital Management, L.P. ("Oaktree"). The general partner of Oaktree is Oaktree Capital Management GP, LLC ("Oaktree GP"). The sole managing member of Oaktree GP is Oaktree Capital Holdings, LLC ("OCH"). Oaktree Capital Group Holdings, L.P. ("OCGH") is the direct owner of all of the Class B units of OCH. Brookfield Corporation ("BN") and Brookfield Asset Management, Ltd. ("BAM" and, together with BN, "Brookfield") are the indirect owners of all of the Class A units of OCH. Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the general partner of OCGH.

2. (Continued from footnote 1) BAM Partners Trust (the "BAM Partnership") is the sole owner of class B Limited Voting Shares of each of BN and BAM. These shares provide the holder thereof with the right to elect one half of the board of directors of each of BN and BAM and, as such, may indirectly control the decisions of Brookfield regarding the votes and disposition of securities held of record by Holdings; therefore the BAM Partnership may be deemed to have indirect beneficial ownership of the Class B ordinary shares held of record by Holdings.

3. (Continued from footnote 2) Each reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares 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 Class B ordinary share covered by this Form 3.

4. Represents Class A ordinary shares, par value $0.0001, of the issuer (the "Private Placement Shares") that are included in the 550,000 private placement units (the "Private Placement Units") purchased by Holdings from the issuer in a private placement at $10.00 per Private Placement Unit (the "Private Placement"), as described in the issuer's registration statement on Form S-1 (File No. 333-282508) (the "Registration Statement"). Each Private Placement Unit is comprised of one Private Placement Share and one-fifth of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not represent any Private Placement Shares issuable upon the exercise of Private Placement Warrants.

5. As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B ordinary shares, par value $0.0001 will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights, and have no expiration date.

6. The Class B ordinary shares reported herein include up to 656,250 Class B ordinary shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement. The over-allotment option of the underwriters expires 45-day from the date of the final prospectus related to the issuer's initial public offering.

7. Represents Private Placement Warrants included in the 550,000 Private Placement Units purchased by Holdings in connection with the Private Placement.

8. Each Private Placement Warrant is exercisable for cash or cashless, as described in the Registration Statement. Assuming an exercise for cash, 110,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the company, as described in the Registration Statement.

9. Holdings has an obligation to purchase up to an additional 52,500 Private Placement Units, including 52,500 Private Placement Shares and 10,500 Private Placement Warrants, to the extent the underwriters of the issuer's initial public offering exercise their over-allotment option, as described in the Registration Statement.

Remarks:

See signatures in Exhibit 99.1

	/s/ See signatures included in Exhibit 99.1	10/23/2024
	** Signature of Reporting Person	Date
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 5 (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.
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Atlas OCM Form 3Initial statement of insider ownership