Edgar Filing: Och-Ziff Capital Management Group LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Elisha Erez

2. Issuer Name and Ticker or Trading Symbol
Och-Ziff Capital Management Group LLC [OZM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Accounting Officer

(Last)

(First)

(Middle)

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET, 39TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2016

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Shares	12/26/2016		M		12,232 ⁽¹⁾	A	⁽²⁾	12,232	D
Class A Shares	12/26/2016		M		12,711 ⁽³⁾	A	⁽²⁾	24,943	D
Class A Shares	12/26/2016		M		18,946 ⁽⁴⁾	A	⁽²⁾	43,889	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Restricted Share Units

⁽²⁾

12/26/2016

12,232

⁽¹⁾

Class A Shares ⁽²⁾

12,232

⁽²⁾

Class A Restricted Share Units

⁽²⁾

12/26/2016

12,711

⁽³⁾

Class A Shares ⁽²⁾

12,711

⁽²⁾

12,710 ⁽⁵⁾

Class A Restricted Share Units

⁽²⁾

12/26/2016

18,946

⁽⁴⁾

Class A Shares ⁽²⁾

18,946

⁽²⁾

37,891 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Elisha Erez OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC 9 WEST 57TH STREET, 39TH FLOOR NEW YORK, NY 10019			Chief Accounting Officer

Signatures

/s/ Erez Elisha		12/27/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The amount shown represents vesting of the Class A Restricted Share Units granted to the Reporting Person on January 31, 2014, including any dividend equivalents accrued on such units.
(2)	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.
(3)	The amount shown represents the vesting of Class A Restricted Share Units granted to the Reporting Person on January 31, 2015, including any dividend equivalents accrued on such units.
(4)	The amount shown represents the vesting of Class A Restricted Share Units granted to the Reporting Person on January 31, 2016, including any dividend equivalents accrued on such units.
(5)	These remaining Class A Restricted Share Units vest, subject to certain limited exceptions, on December 26, 2017.
(6)	These remaining Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2017 and December 26, 2018, respectively.

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