SEC Form 4 · accession 0001403256-15-000052
Och-Ziff Capital Management Group LLC · OZM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S Levin
Officer — Head of Global Credit
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 4:34 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 | 21,120 | $0.00 | A | 13,709,723 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Restricted Share UnitsF3,F4 | — | Feb 24, 2015 | A | 58,358 | A | — | — | Class A Shares | 58,358 | 1,593,082 | D |
| Och-Ziff Operating Group A UnitsF5 | — | Feb 25, 2015 | A | 21,120 | A | — | — | Class A Shares | 21,120 | 10,225,837 | D |
| Och-Ziff Operating Group A UnitsF7,F5 | — | holding | — | — | — | — | — | Class A Shares | 3,483,886 | 3,483,886 | 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 5 below), one Class B Share will be canceled for no consideration.
- F2In connection with the forfeiture by a limited partner of Och-Ziff Operating Group A Units, the Reporting Person was reallocated Class B Shares. Each partner holds a number of Class B Shares equal to the number of Och-Ziff Operating Group A Units held by such partner.
- F3Each 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.
- F4The Class A Restricted Share Units are dividend equivalents accrued on the outstanding Class A Restricted Share Units granted on January 31, 2013. The Class A Restricted Share Units vest, subject to certain limited exceptions, in full on December 26, 2015.
- F5One 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.
- F6In connection with the forfeiture by a limited partner of Och-Ziff Operating Group A Units, the Reporting Person was reallocated Och-Ziff Operating Group A Units.
- F7The 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.