SEC Form 4 · accession 0001403256-15-000049
Och-Ziff Capital Management Group LLC · OZM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Och
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Feb 25, 2015
Accepted (ET)
Feb 26, 2015 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403256
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B SharesF1 | Feb 25, 2015 | A | 155,506 | $0.00 | A | 157,121,375 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Och-Ziff Operating Group A UnitsF5,F3 | — | Feb 25, 2015 | A | 155,506 | A | — | — | Class A Shares | 155,506 | 63,527,232 | D |
| Och-Ziff Operating Group A UnitsF6,F7,F3 | — | holding | — | — | — | — | — | Class A Shares | 93,594,143 | 93,594,143 | I |
Explanation of responses
- F1Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company 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 Company (or any of its affiliates). Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share (as described in footnote 3), one Class B Share will be canceled for no consideration.
- F2In connection with the forfeiture by an executive managing director of Och-Ziff Operating Group A Units, the Reporting Person was reallocated Class B Shares. Each executive managing director holds a number of Class B Shares equal to the number of Och-Ziff Operating Group A Units held by such executive managing director.
- F3One Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP ("OZA"), OZ Advisors II LP ("OZA II") and OZ Management LP ("OZM," and together with OZA and OZA II, the "Och-Ziff 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 Och-Ziff Operating Group, exchange Och-Ziff Operating 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 Och-Ziff Operating Group A Unit for one Class A Share, one Class B Share will be canceled for no consideration.
- F4In connection with the forfeiture by an executive managing director of Och-Ziff Operating Group A Units, the Reporting Person was reallocated Och-Ziff Operating Group A Units.
- F5Mr. Och directly owns 63,527,232 Och-Ziff Operating Group A Units and an additional 15,094,145 Class A Common Units of OZA. Disproportionate interests in the Operating Group Partnerships may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units.
- F6The Och-Ziff Operating 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.
- F7A trust (the "Och Trust") holds 35,809,872 Och-Ziff Operating Group A Units. Several other trusts (the "Other Trusts") hold 57,784,271 Class A Common Units of each of OZM and OZAII and 42,690,126 Class A Common Units of OZA. Disproportionate interests in the Och-Ziff Operating Group may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units. The total number of Och-Ziff Operating Group A Units reflected in column 9 assumes the combination of the 15,094,145 Class A Common Units of OZA held directly by Mr. Och with the interests in the Och-Ziff Operating Group held by the Och Trust and the Other Trusts.