4//SEC Filing
Och Daniel 4
Accession 0001403256-19-000052
CIK 0001403256other
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 5:12 PM ET
Size
10.3 KB
Accession
0001403256-19-000052
Insider Transaction Report
Form 4
Och Daniel
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Group A Units
2019-02-07−8,179,527→ 0 total(indirect: By Trust)→ Class A Shares (8,179,527 underlying) - Disposition to Issuer
Group A Units
2019-02-07−4,550,427→ 0 total→ Class A Shares (4,550,427 underlying)
Footnotes (4)
- [F1]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.
- [F2]These units 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 6, 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). (continued in the next footnote).
- [F3]The Reporting Person's Class A Units of the Surviving Partnerships include (i) 2,376,903 Class A Units in the Surviving Partnerships directly held by the Reporting Person and (ii) 5,244,085 Class A Units in the Surviving Partnerships held by certain trusts affiliated with the Reporting Person, in each case, that are not exchangeable for Class A Shares until such Class A Units are booked-up. In the future, following the achievement of a book-up of the Class A Units, the Reporting Person may, subject to the restrictions set forth in the partnership agreements of the Surviving Partnerships, pursuant to an exchange agreement, exchange such Class 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. The terms Recapitalization, Recapitalization Closing and Surviving Partnerships have the meanings defined in the Form 8-K.
- [F4]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 any trust is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.
Documents
Issuer
Och-Ziff Capital Management Group LLC
CIK 0001403256
Entity typeother
Related Parties
1- filerCIK 0001417561
Filing Metadata
- Form type
- 4
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 5:12 PM ET
- Size
- 10.3 KB