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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Och-Ziff Operating Group A Units (3) | (3) | 05/12/2009 | A(4) | 907,963 (4) | (3) | (3) | Class A Shares | 907,963 (3) | $ 0 (4) | 60,228,315 | D (5) | ||||
Och-Ziff Operating Group A Units (3) | (3) | (3) | (3) | Class A Shares | 93,564,182 | 93,564,182 | I | See footnotes (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Och Daniel C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET NEW YORK, NY 10019 |
X | X | Chief Executive Officer |
/s/ Jeffrey C. Blockinger, Attorney-in-fact for Daniel Och | 05/14/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Class 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 3), one Class B Share will be canceled for no consideration. |
(2) | In connection with the separation of a certain partner from each of the Operating Group Partnerships (as such term is defined in footnote 3), the departing partner's Class B Shares were reallocated pro-rata among the remaining partners. Each partner holds a number of Class B Shares equal to the number of Och-Ziff Operating Group A Units held by such partner. |
(3) | One 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 "Operating Group Partnerships"). Pursuant to an exchange agreement, Mr. Och may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, 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. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. 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. |
(4) | In connection with the separation of a certain partner from each of the Operating Group Partnerships, the departing partner's Och-Ziff Operating Group A Units were reallocated pro-rata among the remaining partners in accordance with the partnership agreements of the Operating Group Partnerships. |
(5) | Mr. Och directly owns 60,228,315 Och-Ziff Operating Group A Units and 15,094,145 Class A Common Units of OZA I. Disproportionate interests in the Operating Group Partnerships may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units. |
(6) | The Och Family 2008 GRAT established by Mr. Och for the benefit of Mr. Och and/or members of his family holds 57,376,018 Group A Units. Five other grantor retained annuity trusts for the benefit of Mr. Och and/or members of his family (the "Five Trusts") hold 36,188,164 Class A Common Units of each of OZM and OZA II and 21,094,019 Class A Common Units of OZA I. Disproportionate interests in the Operating Group Partnerships may only be exchanged for Class A Shares if and when they are combined to form Och-Ziff Operating Group A Units. Mr. Och and/or members of his immediate family are trustees of The Och Family 2008 GRAT and the Five Trusts. The total number of Och-Ziff Operating Group A Units reflected in this column assumes the combination of the 15,094,145 Class A Common Units of OZA I held directly by Mr. Och with the interests in the Operating Group Partnerships held by the Five Trusts. |
(7) | Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Och herein states that this filing shall not be deemed an admission that he is the beneficial owner of any interests held by trusts and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein. |