4//SEC Filing
Cohen Michael L 4
Accession 0001181431-09-059178
CIK 0001403256other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 4:07 PM ET
Size
13.0 KB
Accession
0001181431-09-059178
Insider Transaction Report
Form 4
Cohen Michael L
Executive Managing Director
Transactions
- Disposition to Issuer
Och-Ziff Operating Group A Units
2009-12-30−263,613→ 14,143,303 total→ Class A Shares (263,613 underlying) - Disposition to Issuer
Class B Shares
2009-12-30−263,613→ 21,037,269 total
Holdings
- 3,446,983(indirect: Held by The Michael Cohen GRAT I)
Och-Ziff Operating Group A Units
→ Class A Shares (3,446,983 underlying) - 3,446,983(indirect: Held by The Michael Cohen GRAT II)
Och-Ziff Operating Group A Units
→ Class A Shares (3,446,983 underlying)
Footnotes (5)
- [F1]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 security holders. The Class B Shares do not represent any economic interest in the Company (or any of its affiliates). Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share (as described in footnote 3), one Class B Share will be canceled for no consideration.
- [F2]In connection with the reallocation of a portion of the Reporting Person's Och-Ziff Operating Group A Units under the terms of the partnership agreements of the Operating Group Partnerships (as defined in footnote 3), the Reporting Person disposed of Class B Shares. This disposition did not involve an actual sale of securities by the Reporting Person. Each partner holds a number of Class B Shares equal to the number of Och-Ziff Operating Group A Units held by such partner.
- [F3]One 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, the Reporting Person 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. 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.
- [F4]In connection with the reallocation of a portion of the Reporting Person's Och-Ziff Operating Group A Units under the terms of the partnership agreements of the Operating Group Partnerships, the Reporting Person disposed of Och-Ziff Operating Group A Units. This disposition did not involve an actual sale of securities by the Reporting Person.
- [F5]The Och-Ziff Operating Group A Units listed here are held in grantor retained annuity trusts for the benefit of members of the Cohen family. A third party is the trustee of The Michael Cohen GRAT I and The Michael Cohen GRAT II. 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.
Documents
Issuer
Och-Ziff Capital Management Group LLC
CIK 0001403256
Entity typeother
Related Parties
1- filerCIK 0001418267
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 4:07 PM ET
- Size
- 13.0 KB