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    SEC Form SC 13G filed by Nuveen Short Duration Credit Opportunities Fund

    10/11/22 6:55:50 PM ET
    $JSD
    Finance Companies
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    SC 13G 1 eh220293549_13g-nuveen.htm SCHEDULE 13G
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. )*

     

    Nuveen Short Duration Credit Opportunities Fund
    (Name of Issuer)
     
    Common Stock
    (Title of Class of Securities)
     
    67074X107
    (CUSIP Number)
     
    October 3, 2022
    (Date of Event which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

     

    ☐ Rule 13d-1(b)
    ☒ Rule 13d-1(c)
    ☐ Rule 13d-1(d)

     

    *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 the 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).

     
       

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 2 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    160,567 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    160,567 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    160,567 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    1.6%(2)

     
    12

    TYPE OF REPORTING PERSON

     

    PN

     

     

     


    (1) In its capacity as the direct owner of 160,567 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”).
    (2) All calculations of percentage ownership herein are based on a total of 10,085,648 shares of Common Stock issued and outstanding as of January 31, 2022, as reported by the Issuer on its N-CSRS filed with the United States Securities Exchange Commission (the “SEC”) on April 7, 2022.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 3 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Opportunities Fund XI Holdings (Delaware), L.P.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    348,482 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    348,482 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    348,482 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    3.5%

     
    12

    TYPE OF REPORTING PERSON

     

    PN

     

     

     


    (1) In its capacity as the direct owner of 348,482 shares of Common Stock.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 4 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Fund GP, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     


    (1) Solely in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Opportunities Fund XI Holdings (Delaware), L.P.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 5 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Fund GP I, L.P.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    PN

     

     


    (1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 6 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Capital I, L.P.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    PN

     

     


    (1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 7 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    OCM Holdings I, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     

     


    (1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 8 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Holdings, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     


    (1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 9 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Capital Group, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     


    (1) Solely in its capacity as the managing member of Oaktree Holdings, LLC.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 10 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Oaktree Capital Group Holdings GP, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    OO

     

     


    (1) Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 11 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    Brookfield Asset Management Inc.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Ontario, Canada

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    HC

     

     


    (1) Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 12 of 20

     

     

    1

    NAME OF REPORTING PERSON

     

    BAM Partners Trust

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Ontario, Canada

     

    NUMBER OF

    SHARES

    BENEFICIALLY OWNED

    BY EACH REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

     

    509,049 (1)

    6

    SHARED VOTING POWER

     

    0

    7

    SOLE DISPOSITIVE POWER

     

    509,049 (1)

    8

    SHARED DISPOSITIVE POWER

     

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    509,049 (1)

     
    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     

    ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    5.1%

     
    12

    TYPE OF REPORTING PERSON

     

    HC

     

     


    (1) Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 13 of 20

     

     

    ITEM 1. (a) Name of Issuer:
         
        Nuveen Short Duration Credit Opportunities Fund
         
      (b) Address of Issuer’s Principal Executive Offices:
       

     

    333 West Wacker Drive

    Chicago, IL 60606

         
    ITEM 2. (a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
       
      This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
         
      (1) Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings”), in its capacity as the direct owner of 160,567 shares of Common Stock;
         
      (2) Oaktree Opportunities Fund XI Holdings (Delaware), L.P., a Delaware limited partnership (“Fund XI Holdings”), in its capacity as the direct owner of 348,482 shares of Common Stock;
         
      (3) Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of Xb Holdings and Fund XI Holdings;
         
      (4) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
         
      (5) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
         
      (6) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
         
      (7) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I; and
         

     

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 14 of 20

     

     

      (8) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;
         
      (9) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of OCG;
         
      (10) Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of OCG; and
         
      (11) BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

     

      The principal business address of each of the Reporting Persons and each Covered Person is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071; other than BAM and BAM Partnership whose principal business address is 181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada. 
         
      (d) Title of Class of Securities:
         
        Common Stock, $0.01 par value per share (the “Shares”)
         
      (e) CUSIP Number: 67074X107

     

    ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
         
      (a) [__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
      (b) [__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
      (c) [__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
      (d) [__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
      (e) [__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
      (f) [__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F)
      (g) [__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G)
      (h) [__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
      (i) [__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
      (j) [    ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 15 of 20

     

     

    ITEM 4. OWNERSHIP
       
     

    The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

     

    Xb Holdings directly holds 160,567 Shares, constituting approximately 1.6% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

     

    XI Holdings directly holds 348,482 Shares, constituting approximately 3.5% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

     

    Fund GP, in its capacity as the general partner of Xb Holdings and XI Holdings, has the ability to direct the management of Xb Holdings’ and XI Holdings’ business, including the power to vote and dispose of securities held by Xb Holdings and XI Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by Xb Holdings and XI Holdings.

     

    GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Xb Holdings and XI Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

    Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 16 of 20

     

     

     

    Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

    Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

     OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

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

     

    BAM, in its capacity as the indirect owner of the class A units of OCG, has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

    BAM Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore BAM Partners may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdings and XI Holdings.

     

    Pursuant to Rule 13d-4 of the Exchange 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 Exchange 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.

     

    All ownership percentages of the securities reported in this Statement are based on 10,085,648 Shares outstanding as of January 31, 2022, as reported by the Issuer on its N-CSRS.

     

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 17 of 20

     

     

    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 person has ceased to be the beneficial owner 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.
       
      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. CERTIFICATIONS.
       
      By signing below I certify that, to the best of my 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.

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 18 of 20

     

     

    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.

     

    Dated:  October 11, 2022

     

     

    OAKTREE OPPORTUNITIES FUND Xb

    HOLDINGS (DELAWARE), L.P.

     
           
      By: Oaktree Fund GP, LLC  
      Its: General Partner  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  

     

     

    OAKTREE OPPORTUNITIES FUND XI

    HOLDINGS (DELAWARE), L.P.

     
           
      By: Oaktree Fund GP, LLC  
      Its: General Partner  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  

     

      OAKTREE FUND GP, LLC  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  
           

     

      OAKTREE FUND GP I, L.P.  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  
           

     

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 19 of 20

     

     

      OAKTREE CAPITAL I, L.P.  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Senior Vice President  

     

      OCM HOLDINGS I, LLC  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Senior Vice President  
           
      OAKTREE HOLDINGS, LLC  
           
      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 ASSET MANAGEMENT INC.  
           
      By: /s/ Kathy Sarpash  
      Name: Kathy Sarpash  
      Title:    Senior Vice President Legal & Regulatory  
           
      BAM PARTNERS TRUST  
           
      By: BAM Class B Partners Inc.  
      Its: Trustee  
           
      By: /s/ Kathy Sarpash  
      Name: Kathy Sarpash  
      Title:

    Secretary

     

     

     

       

     

     

    CUSIP No. 67074X107 SCHEDULE 13G Page 20 of 20

     

     

    Exhibit Index

     

    Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

     

     

     

       

     

    EXHIBIT 1

     

    JOINT FILING AGREEMENT

     

    Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

     

    Dated:  October 11, 2022

     

     

    OAKTREE OPPORTUNITIES FUND Xb

    HOLDINGS (DELAWARE), L.P.

     
           
      By: Oaktree Fund GP, LLC  
      Its: General Partner  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  

     

     

    OAKTREE OPPORTUNITIES FUND XI

    HOLDINGS (DELAWARE), L.P.

     
           
      By: Oaktree Fund GP, LLC  
      Its: General Partner  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  

     

      OAKTREE FUND GP, LLC  
           
      By: Oaktree Fund GP I, L.P.  
      Its: Managing Member  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  
           

     

     

       

     

     

     

      OAKTREE FUND GP I, L.P.  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Authorized Signatory  
           
      OAKTREE CAPITAL I, L.P.  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Senior Vice President  

     

      OCM HOLDINGS I, LLC  
           
      By: /s/ Henry Orren  
      Name:  Henry Orren  
      Title: Senior Vice President  
           
      OAKTREE HOLDINGS, LLC  
           
      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 ASSET MANAGEMENT INC.  
           
      By: /s/ Kathy Sarpash  
      Name: Kathy Sarpash  
      Title:    Senior Vice President Legal & Regulatory  
           
      BAM PARTNERS TRUST  
           
      By: BAM Class B Partners Inc.  
      Its: Trustee  
           
      By: /s/ Kathy Sarpash  
      Name: Kathy Sarpash  
      Title:

    Secretary

     

     

     

       

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