SEC Form 4 · accession 0001403256-17-000048
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
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 6:05 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,F2 | Mar 1, 2017 | D | 30,000,000 | — | D | 127,127,052 | 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,F6,F3 | — | Mar 1, 2017 | J | 2,875,645 | A | — | — | Class A Shares | 2,875,645 | 66,408,554 | D |
| Och-Ziff Operating Group A UnitsF7,F6,F8,F9,F3 | — | Mar 1, 2017 | J | 2,875,645 | D | — | — | Class A Shares | 2,875,645 | 90,718,498 | I |
| Och-Ziff Operating Group A UnitsF2,F3 | — | Mar 1, 2017 | D | 15,380,546 | D | — | — | Class A Shares | 15,380,546 | 51,028,008 | D |
| Och-Ziff Operating Group A UnitsF10,F2,F8,F11,F3 | — | Mar 1, 2017 | D | 14,619,454 | D | — | — | Class A Shares | 14,619,454 | 76,099,044 | I |
Explanation of responses
- F1Class B Shares of 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). Upon the exchange of one Och-Ziff Operating Group A Unit (as defined in footnote 3) for one Class A Share (as described in footnote 3), one Class B Share will be canceled for no consideration.
- F10An aggregate of 14,619,454 Och-Ziff Operating Group A Units held in the trusts were canceled: (a) 8,293,741 Och-Ziff Operating Group A Units held in the Och Trust; (b) 5,659,705 Och-Ziff Operating Group A Units held in the Jane Och Trust; and (c) 666,088 Och-Ziff Operating Group A Units held in the Dan Och Trust.
- F11The total number of Och-Ziff Operating Group A Units reflected in column 9 consists of: (a) 27,516,131 Och-Ziff Operating Group A Units held in the Och Trust; (b) 18,777,193 Och-Ziff Operating Group A Units held in the Jane Och Trust; (c) 2,209,613 Och-Ziff Operating Group A Units held in the Dan Och Trust; and (d) 27,596,107 Och-Ziff Operating Group A Units held in other trusts.
- F2Pursuant to a relinquishment agreement, effective as of March 1, 2017, an aggregate of 30,000,000 of the Holders' (as defined in footnote 4) and the Och Trust's (as defined in footnote 9) vested Och-Ziff Operating Group A Units were canceled, as further described in the Issuer's Current Report on Form 8-K filed on February 15, 2017, with the U.S. Securities and Exchange Commission. An equivalent number of Class B Shares of the Issuer were canceled in connection with that transaction.
- 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 Issuer 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.
- F4Previously, the Reporting Person, a trust (the "Jane Och Trust") and another trust (the "Dan Och Trust") each held a disproportionate interest in each of the Och-Ziff Operating Group entities. Disproportionate interests in the Och-Ziff Operating Group entities may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units. In a series of transactions among the Reporting Person, the Jane Och Trust and the Dan Och Trust (together, the "Holders"), as further described in footnotes 5-7 below, the Holders equalized their interests in each of the Och-Ziff Operating Group entities.
- F5The Jane Och Trust: (i) acquired from the Dan Och Trust 12,218,398 Class A Common Units of OZA; (ii) transferred to the Dan Och Trust 2,875,621 Class A Common Units of OZA II; and (ii) transferred to the Dan Och Trust 2,875,621 Class A Common Units of OZM. The Reporting Person: (i) transferred to the Jane Och Trust 12,218,500 Class A Common Units of OZA; (ii) acquired from the Jane Och Trust 2,875,645 Class A Common Units of OZA II; and (iii) acquired from the Jane Och Trust 2,875,645 Class A Common Units of OZM. Such transactions increased the Reporting Person's direct ownership by 2,875,645 Och-Ziff Operating Group A Units.
- F6The transfers among the Holders described in footnotes 5 and 7 occurred at a price based on the average of the high and low trading prices of one Class A Share of the Issuer on March 1, 2017, allocated among the Och-Ziff Operating Group entities in accordance with their relative values on that date.
- F7The Jane Och Trust: (i) acquired from the Reporting Person 12,218,500 Class A Common Units of OZA; (ii) transferred to the Reporting Person 2,875,645 Class A Common Units of OZA II; and (iii) transferred to the Reporting Person 2,875,645 Class A Common Units of OZM. Such transactions decreased the Reporting Person's indirect ownership via the Jane Och Trust by 2,875,645 Och-Ziff Operating Group A Units.
- F8The 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.
- F9The total number of Och-Ziff Operating Group A Units reflected in column 9 consists of (a) 35,809,872 Och-Ziff Operating Group A Units held in a trust (the "Och Trust"); (b) 24,436,898 Och-Ziff Operating Group A Units held in the Jane Och Trust; (c) 2,875,621 Och-Ziff Operating Group A Units held in the Dan Och Trust; and (d) 27,596,107 Och-Ziff Operating Group A Units held in other trusts.