SEC Form 4 · accession 0001403256-18-000046
Och-Ziff Capital Management Group LLC · OZM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S Levin
Officer — Co-CIO and Head of Glbl Credit
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 9:06 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 | Feb 16, 2018 | D | 29,000,000 | $0.00 | D | 23,710,494 | D | |
| Class B SharesF1,F2 | Feb 16, 2018 | D | 6,000,000 | $0.00 | D | 17,710,494 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Group A UnitsF2,F3 | — | Feb 16, 2018 | D | 5,992,405 | D | — | — | Class A Shares | 5,992,405 | 6,297,339 | D |
| Group A UnitsF2,F4,F3 | — | Feb 16, 2018 | D | 7,595 | D | — | — | Class A Shares | 7,595 | 1,413,155 | I |
| Class A Restricted Share UnitsF2,F5,F6 | — | Feb 16, 2018 | A | 9,892,405 | A | — | — | Class A Shares | 9,892,405 | 9,892,405 | D |
| Class A Restricted Share UnitsF2,F4,F5,F6 | — | Feb 16, 2018 | A | 3,507,595 | A | — | — | Class A Shares | 3,507,595 | 3,507,595 | I |
Explanation of responses
- F1Class B Shares of Och-Ziff Capital Management Group LLC (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).
- F2The forfeitures and acquisitions disclosed herein were made in connection with a modification of the terms of the Reporting Person's Oz Operating Group partnership interests and compensation. In addition to the forfeitures described herein, the Reporting Person also forfeited 29,000,000 Group P Units and 42,500,000 Group D Units.
- F3Pursuant 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 Oz Operating Group, exchange 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 Group A Unit for one Class A Share, one Class B Share will be canceled for no consideration.
- F4The Group A Units and RSUs 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.
- F5Each Class A Restricted Share Unit ("RSU") 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.
- F6These RSUs vest, subject to certain limited exceptions, as follows: 3,900,000 on December 31, 2018, and the remaining 9,500,000 vest in five equal installments on December 31st of each year, with the final tranche vesting on December 31, 2022.
Remarks
Terms used but not defined herein shall have the respective meanings given to them in the Issuer's Quarterly Report on Form 10-Q, filed November 2, 2017.