SEC Form 4 · accession 0001403256-18-000035
Och-Ziff Capital Management Group LLC · OZM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Scott Shafir
Officer — Chief Executive Officer · Director
Period of report
Feb 5, 2018
Accepted (ET)
Feb 7, 2018 · 6:52 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Restricted Share UnitsF1,F2 | — | Feb 5, 2018 | A | 12,000,000 | A | — | — | Class A Shares | 12,000,000 | 12,000,000 | D |
| Class A Performance-Based Restricted Share UnitsF3,F4 | — | Feb 5, 2018 | A | 10,000,000 | A | — | — | Class A Shares | 10,000,000 | 10,000,000 | D |
| Class A Restricted Share UnitsF1,F2 | — | Feb 5, 2018 | A | 1,992,032 | A | — | — | Class A Shares | 1,992,032 | 1,992,032 | D |
Explanation of responses
- F1Each 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.
- F2The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on February 5, 2019, February 5, 2020, February 5, 2021 and February 5, 2022.
- F3Each Class A Performance-Based Restricted Share Unit ("PSU") 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, if: (i) Mr. Shafir has continued in uninterrupted service until the third anniversary of the grant date (the "Service Condition"), and (ii) on or after such date, the total shareholder return on Class A Shares of the Issuer based on the average closing price on the New York Stock Exchange for the 10 trading days immediately following January 30, 2018 (the date of the public announcement of the appointment of Mr. Shafir as CEO) equals or exceeds the Performance Thresholds, as defined below (the "Performance Condition"). If a PSU has not satisfied both the Service Condition and the Performance Condition by the sixth anniversary of the grant date, it will be forfeited and canceled immediately.
- F4The Performance Condition, as defined in footnote (3), is defined as follows: 20% of PSUs vest if a total shareholder return of 25% is achieved; an additional 40% of PSUs vest if a total shareholder return of 50% is achieved; an additional 20% of PSUs vest if a total shareholder return of 75% is achieved; and the final 20% of PSUs vest if a total shareholder return of 125% is achieved. In each case, the Performance Condition must be met for each threshold by the sixth anniversary of the grant date.