Sec Form 4 Filing - Levine David Michael @ Och-Ziff Capital Management Group LLC - 2017-03-06

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
Levine David Michael
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last) (First) (Middle)
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2017
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/08/2017 M 99 ( 1 ) A 72,895 D
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
Class A Restricted Share Units ( 2 ) 03/06/2017 A 1,621 ( 3 ) ( 3 ) Class A Shares ( 2 ) 1,621 ( 2 ) 424,397 D
Class A Restricted Share Units ( 2 ) 03/08/2017 M 99 ( 1 ) ( 1 ) Class A Shares ( 2 ) 99 ( 2 ) 424,298 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levine David Michael
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
9 WEST 57TH STREET, 39TH FLOOR
NEW YORK, NY10019
Chief Legal Officer
Signatures
/s/ David Michael Levine 03/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount shown represents vesting of the Class A Restricted Share Units granted to the Reporting Person on January 23, 2017, including any dividend equivalents accrued on such units.
( 2 )Each Class A Restricted Share Unit represents, at the election of the administrator of the applicable plan (currently the Issuer's Compensation Committee), a right to receive one of the Issuer's Class A Shares or the cash value thereof, upon the vesting date.
( 3 )The Class A Restricted Share Units are dividend equivalents accrued on the outstanding Class A Restricted Share Units granted on January 23, 2017. Of the 1,621 Class A Restricted Share Units, 99 are fully vested and the remaining vest, subject to certain limited exceptions, as follows: 71 on August 14, 2017; 88 on September 14, 2017; 98 on February 1, 2018; 262 on March 1, 2018; 48 on August 14, 2018; 88 on September 14, 2018; 262 on March 1, 2019; 88 on September 13, 2019; 262 on March 2, 2020; 88 on September 14, 2020; and 167 on March 1, 2021.
( 4 )The Class A Restricted Share Units vest, subject to certain limited exceptions, as follows: 20,010 on August 14, 2017; 24,473 on September 14, 2017; 27,379 on February 1, 2018; 73,018 on March 1, 2018; 13,356 on August 14, 2018; 24,473 on September 14, 2018; 73,018 on March 1, 2019; 24,473 on September 13, 2019; 73,018 on March 2, 2020; 24,473 on September 14, 2020; and 46,607 on March 1, 2021.

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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