|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Group A Units | (3) | 02/16/2018 | D | 5,992,405 (2) | (3) | (3) | Class A Shares | 5,992,405 | $ 0 | 6,297,339 | D | ||||
| Group A Units | (3) | 02/16/2018 | D | 7,595 (2) | (3) | (3) | Class A Shares | 7,595 | $ 0 | 1,413,155 | I | Held by Trusts (4) | |||
| Class A Restricted Share Units | (5) | 02/16/2018 | A | 9,892,405 (2) | (5)(6) | (5)(6) | Class A Shares (5) | 9,892,405 | $ 0 | 9,892,405 | D | ||||
| Class A Restricted Share Units | (5) | 02/16/2018 | A | 3,507,595 (2) | (5)(6) | (5)(6) | Class A Shares (5) | 3,507,595 | $ 0 | 3,507,595 | I | Held by Trusts (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Levin James S C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 W 57TH STREET NEW YORK, NY 10019 |
Co-CIO and Head of Glbl Credit | |||
| /s/ Alesia J. Haas, power of attorney for James S. Levin | 02/21/2018 | |
| **Signature of Reporting Person | Date |
| * | 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) | Class B Shares of Och-Ziff Capital Management Group LLC (the "Issuer") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Issuer as a single class on matters submitted to a vote of security holders. The Class B Shares do not represent any economic interest in the Issuer (or any of its affiliates). |
| (2) | The forfeitures and acquisitions disclosed herein were made in connection with a modification of the terms of the Reporting Person's Oz Operating Group partnership interests and compensation. In addition to the forfeitures described herein, the Reporting Person also forfeited 29,000,000 Group P Units and 42,500,000 Group D Units. |
| (3) | 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 Company 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. |
| (4) | The Group A Units and RSUs 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. |
| (5) | Each Class A Restricted Share Unit ("RSU") 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. |
| (6) | These RSUs vest, subject to certain limited exceptions, as follows: 3,900,000 on December 31, 2018, and the remaining 9,500,000 vest in five equal installments on December 31st of each year, with the final tranche vesting on December 31, 2022. |
| Remarks: Terms used but not defined herein shall have the respective meanings given to them in the Issuer's Quarterly Report on Form 10-Q, filed November 2, 2017. | |