SEC Form 4 · accession 0001403256-15-000061
Och-Ziff Capital Management Group LLC · OZM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Windreich
Officer — Head of US & Europe Investing · Director · 10% Owner
Period of report
Mar 6, 2015
Accepted (ET)
Mar 10, 2015 · 5:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403256
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitsF3,F4,F1 | — | Mar 6, 2015 | J | 466,000 | D | — | — | Class A Shares | 466,000 | 14,772,529 | D |
| Och-Ziff Operating Group A UnitsF3,F4,F5,F1 | — | Mar 6, 2015 | J | 466,000 | A | — | — | Class A Shares | 466,000 | 21,580,025 | I |
| Och-Ziff Operating Group A UnitsF7,F4,F5,F1 | — | Mar 6, 2015 | J | 1,000,000 | D | — | — | Class A Shares | 1,000,000 | 21,580,025 | I |
| Och-Ziff Operating Group A UnitsF7,F4,F5,F1 | — | Mar 6, 2015 | J | 1,000,000 | A | — | — | Class A Shares | 1,000,000 | 21,580,025 | I |
| Och-Ziff Operating Group A UnitsF4,F5,F1 | — | Mar 6, 2015 | G | 2,275,131 | D | — | — | Class A Shares | 2,275,131 | 20,421,004 | I |
| Och-Ziff Operating Group A UnitsF4,F5,F1 | — | Mar 6, 2015 | G | 1,116,110 | A | — | — | Class A Shares | 1,116,110 | 20,421,004 | I |
Explanation of responses
- F1One 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.
- F2Private transactions between and among the Reporting Person and related trusts.
- F3The aggregate price of the 466,000 Och-Ziff Operating Group A Units was $4,432,369.92.
- F4Reflects annuity payments from GRATs to Reporting Person.
- F5The 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.
- F6Reflects transfers between and among trusts.
- F7The aggregate price of the 1,000,000 Och-Ziff Operating Group A Units was $10,430,000.