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* Daniel Och S (Last) (First) (Middle) C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2007	3. Issuer Name and Ticker or Trading Symbol Och-Ziff Capital Management Group LLC [ OZM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	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 B Shares(1)	186,910,974(1)	D
Class A Share(2)	1(2)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Och-Ziff Operating Group A Units(3)(4)(5)	(3)(4)(5)	(3)(4)(5)	Class A Shares	186,910,974(3)(4)(5)	(3)(4)(5)	I	See Footnote(3)(4)(5)

1. Name and Address of Reporting Person* Daniel Och S (Last) (First) (Middle) C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Och Family 2007 GRAT (Last) (First) (Middle) C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET , (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit (as described in note 2) for a Class A Share, one Class B Share will be cancelled for no consideration.

2. The Reporting Person, as Tax Matters Partner, holds this share pursuant to an agreement between the Company and its Tax Matters Partner whereby the Tax Matters Partner (i) is not permitted to transfer the share except to a successor Tax Matters Partner in connection with the appointment of such Tax Matters Partner and upon no less than 75 days' notice to the Board of Directors of such transfer and (ii) has given a proxy to vote the share to a third party.

3. An Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Operating Group Partnerships"). Pursuant to an exchange agreement, Mr. Och may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, exchange Och-Ziff Operating Group A Units for Class A Shares of the Company on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. (Continued in Footnote 4)

4. Mr. Och directly owns 84,117,854 Class A Common Units of OZ Advisors LP, 74,764,698 Class A Common Units of OZ Advisors II LP and 74,764,698 Class A Common Units of OZ Management LP. Five trusts, which hold Class A Common Units for the benefit of members of the Och family, collectively hold 23,737,640 Class A Common Units of OZ Advisors LP, 41,867,676 Class A Common Units of OZ Advisors II LP and 41,867,676 Class A Common Units of OZ Management LP. The Och Family 2007 GRAT, a trust which also holds Class A Common Units for the benefit of members of the Och family, holds 79,055,480 Class A Common Units of OZ Advisors LP, 70,278,600 Class A Common Units of OZ Advisors II LP and 70,278,600 Class A Common Units of OZ Management LP. The foregoing disproportionate interests in the Operating Group Partnerships may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units. (Continued in Footnote 5)

5. Mr. Och and/or members of his immediate family are trustees or otherwise share investment power with respect to each of the trusts noted above. The Och Family 2007 GRAT has filed this Form 3 jointly with Mr. Och because it holds in excess of 10% of the outstanding Class A Common Units of the Operating Group Partnerships. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Och herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any interests held by trusts and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1 - Power of Attorney of Daniel S. Och Exhibit 24.2 - Power of Attorney of The Och Family 2007 GRAT

	/s/ Jeffrey Blockinger, Attorney-in-Fact	11/13/2007
	** Signature of Reporting Person	Date
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