UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 20)
Sculptor Capital Management, Inc.
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
811246107
(CUSIP Number)
Daniel S. Och
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue
Floor 23
New York, NY 10065
(212) 655-2678
(Name, address and telephone number of person authorized to receive notices and communications)
October 4, 2022
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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. 811246107 | SCHEDULE 13D | Page 2 of 4 |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
203,6661 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
203,6661 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,6661 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%2 | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| 1. | Represents 203,666 Class A Shares of the Issuer (as defined below) directly held by the Reporting Person. The Reporting Person also beneficially owns 7,620,988 Class B Shares of the Issuer. |
| 2. | Based on 24,856,260 outstanding Class A Shares as of August 1, 2022, as reported in the Issuer’s Form 10-Q for the period ended June 30, 2022 filed on August 5, 2022. The Reporting Person’s total combined voting power is 12.3%. |
| CUSIP No. 811246107 | SCHEDULE 13D | Page 3 of 4 |
| ITEM 1 | SECURITY AND ISSUER |
This Amendment No. 20 on Schedule 13D (this “Schedule 13D”) relates to the Class A shares (the “Class A Shares”) of Sculptor Capital Management, Inc. (formerly known as Och-Ziff Capital Management Group LLC) (the “Issuer”), and amends and further supplements the Schedule 13D filed by the Reporting Person on November 29, 2007 (the “Initial Schedule 13D”), as amended by the Reporting Person by Amendment No. 1 to Schedule 13D filed on November 13, 2008, Amendment No. 2 to Schedule 13D filed on December 23, 2008, Amendment No. 3 to Schedule 13D filed on January 2, 2009, Amendment No. 4 to Schedule 13D filed on May 14, 2009, Amendment No. 5 to Schedule 13D filed on June 16, 2009, Amendment No. 6 to Schedule 13D filed on November 13, 2009, Amendment No. 7 to Schedule 13D filed on December 30, 2009, and Amendment No. 8 to Schedule 13D filed on March 18, 2010, Amendment No. 9 to Schedule 13D filed on May 25, 2010, Amendment No. 10 to Schedule 13D filed on December 13, 2011, Amendment No. 11 to Schedule 13D filed on May 24, 2012, Amendment No. 12 to Schedule 13D filed on November 19, 2012, Amendment No. 13 to Schedule 13D filed on February 15, 2013, Amendment No. 14 to Schedule 13D filed on April 12, 2013, Amendment No. 15 to Schedule 13D filed on May 3, 2013, Amendment No. 16 to Schedule 13D filed on July 17, 2013, Amendment No. 17 to Schedule 13D filed on March 3, 2017, Amendment No. 18 to Schedule 13D filed on December 6, 2018, and Amendment No. 19 to Schedule 13D filed on February 11, 2019 (the Initial Schedule 13D as so amended, the “Statement”).
| ITEM 4 | PURPOSE OF TRANSACTION |
Item 4 of the Statement is hereby amended and restated to read as follows:
On October 4, 2022, the Reporting Person sent a letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”) in which the Reporting Person advised the Board that the Reporting Person has been contacted by third parties regarding the Issuer, including with respect to transactions that could result in the acquisition of control or significant influence over the Issuer by such third parties, and include one or more of the types of transactions described in clauses (a) through (j) of Item 4 of Schedule 13D (any such transaction, a “Potential Transaction”). In addition to the Letter, the Reporting Person is considering what steps, if any, may be appropriate from time to time in light of such third party inquiries. Such steps may include, without limitation, engaging in discussions with or responding to inquiries from potential acquirors of the Issuer, the Issuer, the Board, the management team of the Issuer, other stockholders of the Issuer and/or other persons, engaging financial, legal and other professional advisors and taking any actions in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of a Potential Transaction.
The Letter is attached hereto as Exhibit 25. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to Exhibit 25 to this Statement and is incorporated herein by reference.
In addition, Mr. Och expects to continue to monitor and evaluate his investment in the Issuer from time to time in light of his personal investment objectives, his life goals, personal opportunities and priorities and may in the future take such actions with respect to his investment in the Class A Shares as he deems appropriate in light of the circumstances existing at such time. Such actions may include sales of (or other dispositions of his economic interest in) Class A Shares in the open market, in secondary public offerings and in private transactions, in each case, as Mr. Och may deem appropriate based on, among other things, his personal investment objectives, his life goals, personal opportunities and priorities.
Although the foregoing represents the range of actions currently contemplated by the Reporting Person with respect to the Class A Shares, the possible actions of the Reporting Person either alone or with one or more third parties with respect to the Class A Shares are subject to change at any time and the Reporting Person may formulate plans or proposals with respect to one or more of the foregoing and any other matters as he may determine in his sole discretion in the future.
| ITEM 7 | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Statement is hereby amended to add the following exhibit:
| Exhibit 25 | Letter, dated October 4, 2022, from the Reporting Person to the Board of Directors of the Issuer. |
| CUSIP No. 811246107 | SCHEDULE 13D | Page 4 of 4 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 4, 2022
| /s/ Daniel S. Och |
| Daniel S. Och |
Exhibit 25
Daniel S. Och
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue
Floor 23
New York, NY 10065
October 4, 2022
Board of Directors
Sculptor Capital Management, Inc.
9 West 57th Street
39th Floor
New York, New York 10019
Dear Sculptor Board Members,
As a founder and a substantial stockholder of, and investor with, Sculptor Capital Management, Inc. (the “Company”), I care deeply about the Company’s stockholders, investors, employees and reputation. I have become increasingly concerned, especially over the past two years, that the Company’s board has failed to discharge its duties by, among other things, enabling and enriching a management team that is more focused on its own compensation than the Company’s future. Independent observers, such as ISS, have expressed similar concerns, and the Company’s investment returns and share price have suffered greatly over this same period of time.
Last month, several founding partners and I filed a lawsuit seeking increased transparency about the recent activities of the Company. Since the filing, I, as well as other founding partners, have been contacted by several third parties who have asked us whether the Company might be open to a strategic transaction that would not involve current senior management continuing to run the Company. It is not surprising that third parties would see the potential for such a transaction given that outside analysts have previously identified the Company’s management issues and concluded that, at its current trading price, the Company may be worth less than the sum of its parts.
I have advised these third parties that I would support consideration of any transaction that would benefit all the stockholders. Among other possibilities, I believe that the Company should be an attractive target for a well-managed asset manager that has the resources to maximize the potential of the Company’s platform as a publicly-traded asset manager. A combination of such a manager with the Company could provide: (a) a growth vehicle for that manager, (b) new, prudent leadership for the Company and (c) an opportunity for current stockholders to participate in future growth. I plan to provide this feedback to any additional third parties that contact me about the Company. I also may decide to have further discussions with one or more of these third parties. Since I have no role in managing or supervising the Company, I would not be surprised if one or more of these third parties decides to contact the Board or the Company to discuss their interest.
I am writing now to advise you of these inquiries and to remind you of your own fiduciary obligations to the Company’s stockholders. I fear that the Board’s prior actions (and omissions) have facilitated the entrenchment of the Company’s existing management team (despite its poor performance). The Company cannot afford for the Board to continue to put the interests of management above those of stockholders. Specifically, no bids should be favored or disfavored based on whether the Company’s existing management team would continue to run the Company or any part of it following a transaction. Any potential transaction should be considered based solely on the best interests of all stockholders, and any director beholden to management or who otherwise cannot fulfill that duty should be recused from the Board’s deliberations.
I also am writing to advise you that I have reason to believe that one or more representatives of senior management has reached out to one or more third parties about a potential transaction. Based on prior experience, I fear that the Board may not be aware of this outreach, and I strongly suggest that the Board take complete control of this process. During the process, I expect you to give any inquiries or proposals careful consideration, and to discharge your fiduciary duties under Delaware law on behalf of all stockholders of the Company. I urge the Board to act on any inquiries or proposals in a timely manner. As you are all aware, the Company’s performance issues over the last two years have put the core business at risk. I believe that making clear to fund investors that there is a better path forward, sooner rather than later, will be beneficial to all the Company’s stakeholders.
In light of the foregoing, I am keeping all options on the table and am open to having any discussions with the Board that are designed to achieve the best outcome for all stockholders.
Sincerely,
/s/ Daniel S. Och
| cc: | Andrew J. Levander, Dechert LLP |
Kenneth E. Young, Dechert LLP
David M. Levine, Sculptor Capital Management, Inc.