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