UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Eagle Bulk Shipping Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2187A127
(CUSIP Number)
February 6, 2024
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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* 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 (“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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1
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NAMES OF REPORTING PERSONS
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OCM Opps EB Holdings, Ltd.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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1,098,819
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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||||
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8
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SHARED DISPOSITIVE POWER
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1,098,819
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,098,819
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.96%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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||||
(1) Calculated based on 9,928,377 shares of common stock (“Common Shares”) outstanding as of February 1, 2024, as disclosed by the Issuer to the Reporting Persons, as increased by 1,098,819 Common Shares issued to the Reporting Persons after
such date.
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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1,098,819
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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1,098,819
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,098,819
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.96%(1)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
(1) Calculated based on 9,928,377 Common Shares outstanding as of February 1, 2024, as disclosed by the Issuer to the Reporting Persons, as increased by 1,098,819 Common Shares issued to the Reporting Persons after such date.
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group Holdings GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
|
|
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0
|
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|||
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||||
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6
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SHARED VOTING POWER
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1,098,819
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
|
|
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||||
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8
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SHARED DISPOSITIVE POWER
|
|
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||
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1,098,819
|
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|||
|
|
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
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1,098,819
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.96%(1)
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
|
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|||
|
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|
||||
(1) Calculated based on 9,928,377 Common Shares outstanding as of February 1, 2024, as disclosed by the Issuer to the Reporting Persons, as increased by 1,098,819 Common Shares issued to the Reporting Persons after such date.
|
1
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NAMES OF REPORTING PERSONS
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Brookfield Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
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|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
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0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.96%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculated based on 9,928,377 Common Shares outstanding as of February 1, 2024, as disclosed by the Issuer to the Reporting Persons, as increased by 1,098,819 Common Shares issued to the Reporting Persons after such date.
|
1
|
NAMES OF REPORTING PERSONS
|
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BAM Partners Trust
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,098,819
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.96%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculated based on 9,928,377 Common Shares outstanding as of February 1, 2024, as disclosed by the Issuer to the Reporting Persons, as increased by 1,098,819 Common Shares issued to the Reporting Persons after such date.
| Item 1(a). |
Name of Issuer
|
Eagle Bulk Shipping Inc. (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices
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300 First Stamford Place, 5th Floor,
Stamford, Ct, 06902
| 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) |
OCM Opps EB Holdings, Ltd. (“EB Holdings”);
|
| (ii) |
Oaktree Capital Group, LLC (“OCG”);
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| (iii) |
Oaktree Capital Group Holdings GP, LLC (“OCGH GP”);
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| (iv) |
Brookfield Corporation (“Brookfield”); and
|
| (v) |
BAM Partners Trust (“BAM Trust”).
|
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence
|
The principal business address of each of EB Holdings, OCG, and OCGH GP is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
The principal business address of each of Brookfield and BAM Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3.
| Item 2(c). |
Citizenship
|
See response to Item 4 on each cover page.
| Item 2(d). |
Title of Class of Securities
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Common Stock, par value $0.01 per share
| Item 2(e). |
CUSIP Number
|
Y2187A127
| 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):
|
Not Applicable.
| Item 4. |
Ownership
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| (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:
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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.
The reported securities are held directly by EB Holdings. OCG is the indirect manager of EB Holdings. OCGH GP is the indirect owner of the class B units of OCG. Brookfield is the indirect owner of the class A units of
OCG. BAM Trust is the sole owner of the Class B Limited Voting Shares of Brookfield. As a result of the foregoing relationships, OCG, OCGH GP, Brookfield, and BAM Trust may be deemed beneficial owners of the securities held directly by EB Holdings.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement on Schedule 13G (this “Statement”) shall not be construed as an admission that any of the Reporting Persons are, 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, and such beneficial ownership is expressly disclaimed by each Reporting Person.
| Item 5. |
Ownership of Five Percent or Less of a Class
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Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
|
By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a
nomination under § 240.14a–11.
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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Dated: February 8, 2024
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||
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OCM OPPS EB HOLDINGS, LTD.
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
|
Senior Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Henry Orren
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Name:
|
Henry Orren
|
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Title:
|
Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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||
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By:
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/s/ Henry Orren
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Name:
|
Henry Orren
|
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Title:
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Senior Vice President
|
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BROOKFIELD CORPORATION
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By:
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/s/ Swati Mandava
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Name:
|
Swati Mandava
|
|
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Title:
|
Managing Director, Legal & Regulatory
|
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BAM PARTNERS TRUST
|
||
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By:
|
BAM Class B Partners Inc.
|
|
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Its:
|
Trustee
|
|
|
By:
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/s/ Kathy Sarpash
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Name:
|
Kathy Sarpash
|
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Title:
|
Secretary
|
EXHIBIT LIST
|
Exhibit A
|
Joint Filing Agreement, dated as of February 8, 2024, by and among the Reporting Persons.
|
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par
value $0.01 per share, of Eagle Bulk Shipping Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, by Oaktree Capital Group Holdings GP, LLC as designated filer on behalf of each of the persons and entities named below
that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
|
Dated: February 8, 2024
|
||
|
OCM OPPS EB HOLDINGS, LTD.
|
||
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
|
By:
|
/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD CORPORATION
|
||
|
By:
|
/s/ Swati Mandava
|
|
|
Name:
|
Swati Mandava
|
|
|
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
|