Form 4 Och-Ziff Capital Managem For: Mar 06 Filed by: Windreich David

March 10, 2015 5:57 PM EDT

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

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 ^*

Windreich David

(Last)

(First)

(Middle)

C/O OCH-ZIFF CAPITAL MANAGEMENT

GROUP LLC, 9 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Head of US & Europe Investing

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		J⁽²⁾			466,000	⁽¹⁾	⁽¹⁾	Class A Shares	466,000.00	⁽³⁾	14,772,529 ⁽⁴⁾	D
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		J⁽²⁾		466,000		⁽¹⁾	⁽¹⁾	Class A Shares	466,000.00	⁽³⁾	21,580,025 ⁽⁴⁾	I	Held by Trusts ⁽⁵⁾
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		J⁽⁶⁾			1,000,000	⁽¹⁾	⁽¹⁾	Class A Shares	1,000,000.00	⁽⁷⁾	21,580,025 ⁽⁴⁾	I	Held by Trusts ⁽⁵⁾
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		J⁽⁶⁾		1,000,000		⁽¹⁾	⁽¹⁾	Class A Shares	1,000,000.00	⁽⁷⁾	21,580,025 ⁽⁴⁾	I	Held by Trusts ⁽⁵⁾
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		G⁽⁶⁾	V		2,275,131	⁽¹⁾	⁽¹⁾	Class A Shares	2,275,131.00	$ 0	20,421,004 ⁽⁴⁾	I	Held by Trusts ⁽⁵⁾
Och-Ziff Operating Group A Units	⁽¹⁾	03/06/2015		G⁽⁶⁾	V	1,116,110		⁽¹⁾	⁽¹⁾	Class A Shares	1,116,110.00	$ 0	20,421,004 ⁽⁴⁾	I	Held by Trusts ⁽⁵⁾

Explanation of Responses:

1. 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, the Reporting Person 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.

2. Private transactions between and among the Reporting Person and related trusts.

3. The aggregate price of the 466,000 Och-Ziff Operating Group A Units was $4,432,369.92.

4. Reflects annuity payments from GRATs to Reporting Person.

5. The Och-Ziff Operating 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.

6. Reflects transfers between and among trusts.

7. The aggregate price of the 1,000,000 Och-Ziff Operating Group A Units was $10,430,000.

	/s/ Joel M. Frank, Attorney-in-fact for David Windreich	03/10/2015
	** 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.

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. IBM
4. HCP
5. PI

6. LRCX
7. BIIB
8. F
9. CNMD
10. BSX

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 4 Och-Ziff Capital Managem For: Mar 06 Filed by: Windreich David

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed