0001403256-19-000052.txt : 20190211 0001403256-19-000052.hdr.sgml : 20190211 20190211171229 ACCESSION NUMBER: 0001403256-19-000052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190207 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Och Daniel CENTRAL INDEX KEY: 0001417561 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33805 FILM NUMBER: 19586471 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Daniel Och S DATE OF NAME CHANGE: 20071105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Och-Ziff Capital Management Group LLC CENTRAL INDEX KEY: 0001403256 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET SUITE 1300 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212)790-0000 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET SUITE 1300 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 wf-form4_154992313487541.xml FORM 4 X0306 4 2019-02-07 0 0001403256 Och-Ziff Capital Management Group LLC OZM 0001417561 Och Daniel C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP 9 WEST 57TH STREET NEW YORK NY 10019 1 0 1 0 Group A Units 2019-02-07 4 D 0 4550427 0 D Class A Shares 4550427.0 0 D Group A Units 2019-02-07 4 D 0 8179527 0 D Class A Shares 8179527.0 0 I Held by Trusts One 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 "Oz 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 Oz Operating Group, exchange Group A Units for Class A Shares of the Issuer on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Upon the exchange of one Group A Unit for one Class A Share, one Class B Share will be canceled for no consideration. These units were cancelled in connection with the Recapitalization more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2019 (the "Form 8-K"). Upon the Recapitalization Closing, the Reporting Person's Class A Units of the Surviving Partnerships are not equity securities of the Issuer within the meaning of Rule 16a-1(d). (continued in the next footnote). The Reporting Person's Class A Units of the Surviving Partnerships include (i) 2,376,903 Class A Units in the Surviving Partnerships directly held by the Reporting Person and (ii) 5,244,085 Class A Units in the Surviving Partnerships held by certain trusts affiliated with the Reporting Person, in each case, that are not exchangeable for Class A Shares until such Class A Units are booked-up. In the future, following the achievement of a book-up of the Class A Units, the Reporting Person may, subject to the restrictions set forth in the partnership agreements of the Surviving Partnerships, pursuant to an exchange agreement, exchange such Class A Units for Class A Shares of the Issuer on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. The terms Recapitalization, Recapitalization Closing and Surviving Partnerships have the meanings defined in the Form 8-K. The Group A Units listed here are held in trusts. 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. Share amounts presented throughout this form have been adjusted to give effect to the Issuer's 1-for-10 reverse stock split that was effective following the close of trading on the New York Stock Exchange on January 3, 2019. /s/ Wayne N. Cohen, power of attorney for Daniel Och 2019-02-11