| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Och-Ziff Capital Management Group LLC [ OZM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
11/19/2007 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Shares ( 1 ) | 11/19/2007 | D ( 2 ) | 35,970,775 ( 1 ) | D | $0 | 150,940,199 ( 1 ) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Och-Ziff Operating Group A Units ( 3 ) ( 4 ) ( 5 ) ( 6 ) | ( 3 ) ( 4 ) ( 5 ) ( 6 ) | 11/19/2007 | ( 3 ) ( 4 ) ( 5 ) ( 6 ) | D ( 2 ) | 35,970,775 ( 3 ) ( 4 ) ( 5 ) ( 6 ) | ( 3 ) ( 4 ) ( 5 ) ( 6 ) | ( 3 ) ( 4 ) ( 5 ) ( 6 ) | Class A Shares | 35,970,775 ( 3 ) ( 4 ) ( 5 ) ( 6 ) | $30.24 | 150,940,199 ( 3 ) ( 4 ) ( 5 ) ( 6 ) | I | see footnotes 3-6 ( 3 ) ( 4 ) ( 5 ) ( 6 ) | ||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 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 securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit for a Class A Share (as described in footnote 3), one Class B Share will be cancelled for no consideration. |
| 2. Disposition in connection with the Company's initial public offering. |
| 3. An Och-Ziff Operating 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 "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. (continued in footnote 4) |
| 4. (continued from footnote 3) Mr. Och directly disposed of 16,188,371 Class A Common Units of OZ Advisors LP ("OZA"), 14,388,369 Class A Common Units of OZ Advisors II LP ("OZA II") and 14,388,369 Class A Common Units of OZ Management LP ("OZM"). Following the reported transaction, Mr. Och directly owns 67,929,483 Class A Common Units of OZA, 60,376,329 Class A Common Units of OZA II and 60,376,329 Class A Common Units of OZM. Five trusts, which hold Class A Common Units for the benefit of members of the Och family, collectively disposed of 4,568,280 Class A Common Units of OZA, 8,057,381 Class A Common Units of OZA II and 8,057,381 Class A Common Units of OZM. Following the reported transaction, the five trusts hold 19,169,360 Class A Common Units of OZA, 33,810,295 Class A Common Units of OZA II and 33,810,295 Class A Common Units of OZM. (continued in footnote 5) |
| 5. (continued from footnote 4) The Och Family 2007 GRAT, a trust which also holds Class A Common Units for the benefit of members of the Och family, disposed of 15,214,124 Class A Common Units of OZA, 13,525,025 Class A Common Units of OZA II and 13,525,025 Class A Common Units of OZM. Following the reported transaction, The Och Family 2007 GRAT holds 63,841,356 Class A Common Units of OZA, 56,753,575 Class A Common Units of OZA II and 56,753,575 Class A Common Units of OZM. The foregoing 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 or otherwise share investment power with respect to each of the trusts noted above. (continued in footnote 6) |
| 6. (continued from footnote 5) The Och Family 2007 GRAT has filed this Form 4 jointly with Mr. Och because it holds in excess of 10% of the outstanding Class A Common Units of the Operating Group Partnerships. 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 or it 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. |
| Remarks: |
| /s/ Jeffrey Blockinger, as Attorney-in-fact | 11/20/2007 | |
| /s/ Jeffrey Blockinger, as Attorney-in-Fact | 11/20/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||