Sec Form 4 Filing - Elisha Erez @ Och-Ziff Capital Management Group LLC - 2019-01-22

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 Elisha Erez 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 Accounting Officer (Last) (First) (Middle) C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP, 9 WEST 57TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2019 (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 01/22/2019 S 1,758 D $ 12.1473 ( 1 ) 3,516 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 ) 01/22/2019 A 16,540 ( 3 ) ( 3 ) Class A Shares 16,540 $ 0 16,540 D Class A Restricted Share Units ( 2 ) ( 4 ) ( 4 ) Class A Shares 41,584 41,584 D Class A Restricted Share Units ( 2 ) ( 5 ) ( 5 ) Class A Shares 5,199 5,199 D Class A Restricted Share Units ( 2 ) ( 6 ) ( 6 ) Class A Shares 4,610 4,610 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elisha Erez C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP 9 WEST 57TH STREET NEW YORK, NY10019 Chief Accounting Officer Signatures /s/ Erez Elisha 01/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. The Class A Shares were sold in multiple transactions at prices ranging from $11.76 to $12.32. Upon request the Reporting Person will provide to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer the full information regarding the number of Class A Shares sold at each separate price within the range set forth in this footnote. ( 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 relate to Class A Restricted Share Units approved by the Issuer's Compensation Committee on January 22, 2019, which will be granted effective January 31, 2019. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 31, 2020, January 31, 2021 and January 31, 2022. ( 4 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on April 23, 2018. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2019 and December 26, 2020. ( 5 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on January 31, 2018. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2019 and December 26, 2020. ( 6 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on January 31, 2017. The Class A Restricted Share Units vest, subject to certain limited exceptions, on December 26, 2019.

Remarks: Share amounts presented throughout this form have been adjusted to give effect to the Issuer's 1-for-10 reverse stock split that was effective following the close of trading on the New York Stock Exchange on January 3, 2019. All sales listed on this Form 4 were made by the Reporting Person pursuant to a pre-established plan that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

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).

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