Sec Form 4 Filing - ABRAMS CAPITAL MANAGEMENT, L.P. @ Och-Ziff Capital Management Group LLC - 2016-12-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
ABRAMS CAPITAL MANAGEMENT, L.P.
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
222 BERKELEY STREET, 21ST FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2016
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A Shares, no par value 12/28/2016 P 231,044 A $ 3.173 ( 1 ) 18,667,556 I See Footnote ( 2 )
Class A Shares, no par value 12/29/2016 P 124,950 A $ 3.2123 ( 3 ) 18,792,506 I See Footnote ( 2 )
Class A Shares, no par value 12/30/2016 P 157,486 A $ 3.2129 ( 4 ) 18,949,992 I See Footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA02116
X
ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA02116
X
ABRAMS CAPITAL, LLC
222 BERKELEY STREET
21ST FLOOR
BOSTON, MA02116
X
Abrams David C
222 BERKELEY STREET
21ST FLOOR
BOSTON, MA02116
X
Signatures
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member 12/30/2016
Signature of Reporting Person Date
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 12/30/2016
Signature of Reporting Person Date
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 12/30/2016
Signature of Reporting Person Date
/s/ David C. Abrams 12/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $3.1499 to $3.1782 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
( 2 )Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") and Abrams Capital Management, L.P. (the "LP") represent shares held for the account of private investment funds for which Abrams Capital serves as general partner and the LP serves as investment manager. Abrams Capital Management, LLC (the "LLC") is the general partner of the LP, and Mr. Abrams is the managing member of Abrams Capital and the LLC, and in such capacities the LLC and Mr. Abrams may be deemed beneficial owners of the above-referenced shares. Each Reporting Person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 3 )Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $3.20 to $3.2381 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
( 4 )Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $3.210 to $3.217 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

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).
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