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 *
Levin James S
  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)
Co-CIO and Head of Glbl Credit
(Last)
(First)
(Middle)
C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP, LLC, 9 W 57TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2018
(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)
Code V Amount (A) or (D) Price
Class B Shares (1) 02/16/2018   D   29,000,000 (2) D $ 0 23,710,494 D  
Class B Shares (1) 02/16/2018   D   6,000,000 (2) D $ 0 17,710,494 D  

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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 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 Owners

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  

Signatures

 /s/ Alesia J. Haas, power of attorney for James S. Levin   02/21/2018
**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) 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.

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