Sec Form 4 Filing - Levine David Michael @ Sculptor Capital Management, Inc. - 2023-11-17

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)
11/17/2023
(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 11/17/2023 D( 1 ) 40,821 D $ 0 32,950 D
Class A Shares 11/17/2023 D( 2 ) 32,950 D $ 12.7 0 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 ( 3 ) 11/17/2023 D( 2 ) 33,942 ( 4 ) ( 4 ) Class A Shares 33,942 $ 12.7 0 D
Class A Restricted Share Units ( 3 ) 11/17/2023 D( 2 ) 7,653 ( 5 ) ( 5 ) Class A Shares 7,653 $ 12.7 0 D
Class A Restricted Share Units ( 3 ) 11/17/2023 D( 2 ) 4,845 ( 6 ) ( 6 ) Class A Shares 4,845 $ 12.7 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/ Alesia J. Haas, power of attorney for David Michael Levine 11/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Forfeiture of unvested Performance Restricted Stock Units.
( 2 )Disposed of as a result of the merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated as of July 23, 2023, as amended, by and among the Sculptor Capital Management, Inc. (the "Company"), Sculptor Capital LP, a Delaware limited partnership and subsidiary of the Company, Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of the Company, Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of the Company, Rithm Capital Corp., a Delaware corporation ("Parent"), Calder Sub, Inc., a Delaware corporation and subsidiary of Parent ("Merger Sub Inc."), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Parent, Calder Sub II, LP, a Delaware limited partnership and subsidiary of Parent, and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Parent.
( 3 )Each Class A Restricted Share Unit represented a right to receive one of the Company's Class A Shares or the cash value thereof, upon the vesting date.
( 4 )The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2024, January 1, 2025, and January 1, 2026.
( 5 )The Class A Restricted Share Units vest, subject to certain limited exceptions, on January 1, 2024.
( 6 )The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2024 and January 1, 2025.

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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