0001403256-19-000053.txt : 20190211 0001403256-19-000053.hdr.sgml : 20190211 20190211171253 ACCESSION NUMBER: 0001403256-19-000053 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: Cohen Wayne CENTRAL INDEX KEY: 0001661565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33805 FILM NUMBER: 19586475 MAIL ADDRESS: STREET 1: OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC STREET 2: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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_154992315904086.xml FORM 4 X0306 4 2019-02-07 0 0001403256 Och-Ziff Capital Management Group LLC OZM 0001661565 Cohen Wayne C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP 9 WEST 57TH STREET NEW YORK NY 10019 0 1 0 0 President and COO Class A Restricted Share Units 2019-02-07 4 A 0 7422 0 A Class A Shares 7422.0 7422 D Group A Units 2019-02-07 4 D 0 314215 0 D Class A Shares 314215.0 0 D Group A Units 2019-02-07 4 D 0 40734 0 D Class A Shares 40734.0 0 I Held by Trust Each Class A Restricted Share Unit represents, at the election of the administrator of the applicable plan (currently the Issuer's Compensation Committee), a right to receive one of the Issuer's Class A Shares or the cash value thereof, upon the vesting date. The Class A Restricted Share Units relate to Class A Restricted Share Units granted on February 7, 2019. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2020, January 1, 2021 and January 1, 2022. 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 not sold, rather they 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 8, 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). 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 it 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 Cohen 2019-02-11