1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Och-Ziff Operating Group A Units
|
Â
(2)
|
Â
(2)
|
Class A Shares
|
1,511,069
|
$
0
|
D
|
Â
|
Class A Restricted Share Units
|
Â
(3)
|
Â
(3)
|
Class A Shares
(4)
|
149,157
|
$
0
|
D
|
Â
|
Class A Restricted Share Units
|
Â
(5)
|
Â
(5)
|
Class A Shares
(4)
|
418,352
|
$
0
|
D
|
Â
|
Class A Restricted Share Units
|
Â
(6)
|
Â
(6)
|
Class A Shares
(4)
|
3,837,682
|
$
0
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 2), one Class B Share will be canceled for no consideration. |
(2) |
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 "Och-Ziff Operating Group"). Pursuant to an exchange agreement, Mr. Levin 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. |
(3) |
The Class A Restricted Share Units vest, subject to certain limited exceptions, in full on December 26, 2013. |
(4) |
Each Class A Restricted Share Unit represents the right to receive one of the Issuer's Class A Shares upon the vesting date. |
(5) |
The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2013 and December 26, 2014, respectively. |
(6) |
The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2013, December 26, 2014 and December 26, 2015, respectively. |