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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 | ||||||||
Class A Restricted Share Units | (1) | 02/05/2018 | A | 12,000,000 | (2) | (2) | Class A Shares | 12,000,000 | $ 0 | 12,000,000 | D | ||||
Class A Performance-Based Restricted Share Units | (3) | 02/05/2018 | A | 10,000,000 | (4) | (4) | Class A Shares | 10,000,000 | $ 0 | 10,000,000 | D | ||||
Class A Restricted Share Units | (1) | 02/05/2018 | A | 1,992,032 | (2) | (2) | Class A Shares | 1,992,032 | $ 0 | 1,992,032 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shafir Robert Scott OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC 9 WEST 57TH STREET, 39TH FLOOR NEW YORK, NY 10019 |
X | Chief Executive Officer |
/s/ Wayne N. Cohen, Attorney-in-fact for Robert Scott Shafir | 02/07/2018 | |
**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) | Each 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. |
(2) | The 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. |
(3) | Each 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. |
(4) | The 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. |