SEC FORM 3

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^*

Cohen Wayne

(Last)

(First)

(Middle)

C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP

LLC, 9 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2015

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)

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

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

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

X	Form filed by One Reporting Person
	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⁾	3,549,354	D
Class A Shares	40,208	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)
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)
Och-Ziff Operating Group A Units	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Shares	3,142,019	$0.0	D
Och-Ziff Operating Group A Units	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Class A Shares	407,335	$0.0	I	Held by Trust⁽⁵⁾

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 security holders. The Class B Shares do not represent any economic interest in the Company (or any of its affiliates). Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share (as described in footnote 2), one Class B Share will be canceled for no consideration.

2. One Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP ("OZA"), OZ Advisors II LP ("OZA II") and OZ Management LP ("OZM," and together with OZA and OZA II, the "Och-Ziff Operating Group"). Pursuant to an exchange agreement, the Reporting Person may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Och-Ziff Operating Group, 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. Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share, one Class B Share will be canceled for no consideration.

3. Of the 3,142,019 Och-Ziff Operating Group A Units, 1,569,647 are fully vested and the remaining vest, subject to certain limited exceptions, in amounts of 39,468 on December 31, 2015, 303,382 on April 15, 2016, 15,994 on December 31, 2016, and 303,382 on April 15 of each year from 2017 through 2020. These awards were granted to the Reporting Person on November 10, 2010, June 22, 2011, December 13, 2011, December 31, 2012, April 15, 2013, July 24, 2013, February 13, 2015 and February 25, 2015.

4. Of the 407,335 Och-Ziff Operating Group A Units, 50,191 are fully vested and the remaining vest, subject to certain limited exceptions, in amounts of 71,428 on April 15, 2016 and installments of 71,429 on April 15 of each year from 2017 through 2020. These awards were granted to the Reporting Person on November 10, 2010 and April 15, 2013.

5. The Och-Ziff Operating Group A Units listed here are held in a trust. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or any trust is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Wayne Cohen	12/24/2015
	** 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).
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