Sec Form 4 Filing - Levine David Michael @ Sculptor Capital Management, Inc. - 2023-01-01

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
Sculptor Capital Management, Inc. [ SCU]
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)
C/O SCULPTOR CAPITAL MANAGEMENT, 9 WEST 57TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2023
(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 01/01/2023 M 2,353( 1 ) A $ 0( 2 ) 63,836 D
Class A Shares 01/01/2023 M 7,428( 1 ) A $ 0( 3 ) 71,264 D
Class A Shares 01/01/2023 M 6,406( 1 ) A $ 0( 3 ) 77,670 D
Class A Shares 01/01/2023 D 2,353( 2 ) D $ 8.66 75,317 D
Class A Shares 01/01/2023 F 1,689( 4 ) D $ 8.66 73,628( 5 )( 6 )( 7 ) 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 ) 01/01/2023 M 2,353 ( 8 ) ( 8 ) Class A Shares 2,353 $ 0 4,702 D
Class A Restricted Share Units ( 3 ) 01/01/2023 M 7,428 ( 9 ) ( 9 ) Class A Shares 7,428 $ 0 7,426 D
Class A Restricted Share Units ( 3 ) 01/01/2023 M 6,406 ( 10 ) ( 10 ) Class A Shares 6,406 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levine David Michael
C/O SCULPTOR CAPITAL MANAGEMENT
9 WEST 57TH STREET
NEW YORK, NY10019
Chief Legal Officer
Signatures
/s/ Wayne N. Cohen, power of attorney for David Michael Levine 01/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount shown represents the vesting of the Class A Restricted Share Units held by the Reporting Person.
( 2 )Represents Class A Restricted Share Units settled in cash by the Issuer.
( 3 )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.
( 4 )Represents shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of Class A Restricted Share Units or Class A Restricted Shares.
( 5 )Includes 54,428 of Class A Restricted Shares, which is subject to both a service condition, vesting 1/3 on each of December 17, 2024, December 17, 2025 and December 17, 2026 (the "Service Condition") and a performance condition, vesting when total shareholder return (based on the closing price on the New York Stock Exchange of a Class A Share of the Issuer, and dividends paid thereon, following the grant date) equals or exceeds the Performance Thresholds, as defined below, for a period of 60 calendar days (the "Performance Condition"). The Performance Thresholds are as follows: 1/3 of Class A Restricted Shares vest if a total shareholder return of 25% is achieved; an additional 1/3 of Class A Restricted Shares vest if a total shareholder return of 39% is achieved; and the final 1/3 of Class A Restricted Shares vest if a total shareholder return of 53% is achieved, in each case based on a reference price of $24 per Class A Share.
( 6 )If a Class A Restricted Share described in the footnote above has not satisfied the Performance Condition by the seventh anniversary of the grant date, it will be forfeited and canceled immediately.
( 7 )Includes 4,702 outstanding Class A Restricted Shares granted on January 31, 2022. The remaining Class A Restricted Shares vest, subject to certain limited exceptions, in equal installments on January 1, 2024 and January 1, 2025.
( 8 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on January 31, 2022. The remaining Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2024 and January 1, 2025.
( 9 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on January 31, 2021. The remaining Class A Restricted Share Units vest, subject to certain limited exceptions, on January 1, 2024.
( 10 )The Class A Restricted Share Units relate to Class A Restricted Share Units granted on January 31, 2020.

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