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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) | 02/07/2019 | A | 7,422 | (2) | (2) | Class A Shares | 7,422 | $ 0 | 7,422 | D | ||||
| Group A Units | (3) | 02/07/2019 | D | 314,215 | (3) | (3) | Class A Shares | 314,215 | $ 0 (4) | 0 | D | ||||
| Group A Units | (3) | 02/07/2019 | D | 40,734 | (3) | (3) | Class A Shares | 40,734 | $ 0 (4) | 0 | I | Held by Trust (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cohen Wayne C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP 9 WEST 57TH STREET NEW YORK, NY 10019 |
President and COO | |||
| /s/ Wayne Cohen | 02/11/2019 | |
| **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 relate to Class A Restricted Share Units granted on February 7, 2019. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2020, January 1, 2021 and January 1, 2022. |
| (3) | One Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Oz Operating Group"). Pursuant 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 Issuer 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. |
| (4) | These units were not sold, rather they were cancelled in connection with the Recapitalization more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2019 (the "Form 8-K"). Upon the Recapitalization Closing, the Reporting Person's Class A Units of the Surviving Partnerships are not equity securities of the Issuer within the meaning of Rule 16a-1(d). The terms Recapitalization, Recapitalization Closing and Surviving Partnerships have the meanings defined in the Form 8-K. |
| (5) | The Group A Units 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 it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein. |
| Remarks: Share amounts presented throughout this form have been adjusted to give effect to the Issuer's 1-for-10 reverse stock split that was effective following the close of trading on the New York Stock Exchange on January 3, 2019. | |