Och Ziff Capital Management LLC : Amended Statement of Beneficial Ownership

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 19)

Och-Ziff Capital Management Group LLC

(Name of Issuer)

Class A Shares (Title of Class of Securities)

67551U204

(CUSIP Number)

Daniel S. Och c/o Willoughby Capital Holdings, LLC

10 Bank Street

Suite 1120 White Plains, NY 10606

[phone]

(Name, address and telephone number of person authorized to receive notices and communications)

February 7, 2019

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Och
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 203,401 1
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 203,401 2
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,401 2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 3
14	TYPE OF REPORTING PERSON IN

• 1. Represents (i) 195,707 Class A Shares of the Issuer (as defined below) directly held by the Reporting Person and (ii) 7,694 Class A Shares of the Issuer that the Reporting Person has the right to receive on or before the third business day following the Reporting Person's departure from the Issuer's board of directors upon the vesting of 7,694 Class A Restricted Share Units ("RSUs"). Of the 7,694 RSUs, 4,977 RSUs are fully vested and the remainder vest on

• March 31, 2019.

• 2. Represents the 203,401 Class A Shares of the Issuer referred to in Row 7 and as described in footnote 1.

• 3. See Item 5(a) of this Schedule 13D.

ITEM 1

SECURITY AND ISSUER

This Amendment No. 19 on Schedule 13D (this " Schedule 13D ") relates to the Class A shares of Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the "Issuer" or the " Company "), representing Class A limited liability company interests of the Issuer (the " Class A Shares "), and amends and further supplements the Schedule 13D filed by the Reporting Person on November 29, 2007 (the " Initial Schedule 13D "), as amended by the Reporting Person by Amendment No. 1 to Schedule 13D filed on November 13, 2008, Amendment No. 2 to Schedule 13D filed on December 23, 2008, Amendment No. 3 to Schedule 13D filed on January 2, 2009, Amendment No. 4 to Schedule 13D filed on May 14, 2009, Amendment No. 5 to Schedule 13D filed on June 16, 2009, Amendment No. 6 to Schedule 13D filed on November 13, 2009, Amendment No. 7 to Schedule 13D filed on December 30, 2009, and Amendment No. 8 to Schedule 13D filed on March 18, 2010, Amendment No. 9 to Schedule 13D filed on May 25, 2010, Amendment No. 10 to Schedule 13D filed on December 13, 2011, Amendment No. 11 to Schedule 13D filed on May 24, 2012, Amendment No. 12 to Schedule 13D filed on November 19, 2012, Amendment No. 13 to Schedule 13D filed February 15, 2013, Amendment No. 14 to Schedule 13D filed on April 12, 2013, Amendment No. 15 to Schedule 13D filed on May 3, 2013, Amendment No. 16 to Schedule 13D filed on July 17, 2013, Amendment No. 17 to Schedule 13D filed on March 3, 2017, and Amendment No. 18 to Schedule 13D filed on December 6, 2018 (the Initial Schedule 13D as so amended, the " Statement ").

ITEM 4 PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and restated to read as follows:

On December 5, 2018, Mr. Och, the Company and certain of its subsidiaries entered into a letter agreement providing for the implementation of certain transactions, as set forth in the term sheet attached thereto (the letter agreement, together with the term sheet attached thereto, each as amended on January 14, 2019, on January 31, 2019 and on February 6, 2019 to extend the date for entry into definitive agreements from January 15, 2019 to February 8, 2019 (as amended, the "Letter Agreement")). The Letter Agreement provided for, among other things, the preparation and execution of further agreements (the "Implementing Agreements") and other actions to implement the transactions contemplated by the Letter Agreement (collectively, the "Recapitalization").

On January 3, 2019, the Company announced a 1-for-10 reverse share split as described in the Current Report on Form 8-K filed by the Issuer on January 3, 2019 (the "Reverse Stock Split").

On February 7, 2019, the Company and certain of its subsidiaries entered into the Implementing Agreements providing for the consummation of the Recapitalization (the "Recapitalization Closing").

Overview of Recapitalization Transactions

Pursuant to the Recapitalization, Mr. Och and the other holders of Class A common units ("Class A Units") in OZ Management LP ("OZM"), OZ Advisors LP

("Advisors I") and OZ Advisors II LP ("Advisors II") (the "Operating Partnerships"), have collectively reallocated 35% of their Class A Units to existing members of senior management and new hires (the "Class A Reallocation"). The reallocation has been effected by (i) recapitalizing such Class A Units into a separate class of units in each Operating Partnership (the "Class A-1 Units") held by the holders of the Class A Units and (ii) creating and making grants to existing members of senior management and new hires of a newly created class of equity incentive units in the Operating Partnerships that are only entitled to future profits and gains (such interests, the "Class E Units"). As more fully described below, the Class A-1 Units will be canceled at such time and to the extent as such Class E Units vest and achieve a book-up. Upon vesting, holders of Class E Units will be entitled to vote a corresponding number of Class B shares of the Company (the "Class B Shares"). Following the Liquidity Redemption (as defined below) and Mr. Och's receipt of the Credit Fund Balance Redemption (as defined below), and until such time as the relevant Class E Units become vested, the Class B Shares corresponding to the Class A-1 Units will be voted pro rata in accordance with the vote of the Class A shares of the Company (the "Class A Shares") held by non-affiliates (the "Class A-1 Voting Holiday").

In the Recapitalization, (i) $200 million of the existing preferred units issued by the Operating Partnerships (the "Existing Preferred") was restructured into new debt of the Operating Partnerships (the "Debt Securities") and (ii) the remaining $200 million of Existing Preferred was restructured into new preferred equity securities of the Operating Partnerships (the "New Preferred Securities"), each as described below (collectively, the "Existing Preferred Restructuring"). In addition, the holders of the Existing Preferred have forfeited an additional 749,813 Class A Units (which were recapitalized into Class A-1 Units), of which 653,484 Class A Units were forfeited by Mr. Och or his related trusts. Mr. Och has also agreed to waive his right to reallocate (and, under certain circumstances, be reissued) the common units canceled pursuant to the previously announced Cancellation, Reallocation and Grant Agreement, dated March 28, 2018, that was filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q, dated May 3, 2018.

In addition, as part of the Recapitalization, the Operating Partnerships initiated a distribution holiday (the "Distribution Holiday") on the Class A Units, Class D common units of the Operating Partnerships ("Class D Units"), Class E Units and Class P common units of the Operating Partnerships ("Class P Units") and on certain Class A restricted share units ("RSUs") that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600 million of Distribution Holiday Economic Income (as defined in the LPAs (as defined below)) is realized and (y) April 1, 2026.

The Implementing Agreements for the Recapitalization include, among others (capitalized terms as defined below):

· Agreements and Plans of Merger (providing for, among other things, the Mergers which give effect to the Class A Reallocation and the Existing

Preferred Restructuring and pursuant to which the LPAs of the Operating Partnerships will be amended and restated, in each case, effective upon the Recapitalization Closing);

• · Amended and Restated LPAs of the Operating Partnerships (providing for, among other things, changes with respect to the terms of the classes of units of the Operating Partnerships, including the Class D Election, liquidity events, book-up provisions, the Distribution Holiday and withdrawal rights);

• · Distribution Holiday Agreements (providing for, among other things, the application of the Distribution Holiday to the RSUs owned by the Company's Chief Executive Officer and the independent directors of the Board);

• · Amended and Restated Class A Exchange Agreement (providing for, among other things, rights and procedures relating to the exchange of vested and booked-up Class A Units);

• · Amended and Restated Registration Rights Agreement (providing for, among other things, the registration and resale of Class A Shares delivered in exchange for Operating Partnership units);

• · New Preferred Unit Designations (providing for, among other things, the terms of the New Preferred Securities issued in the Mergers to effect, in part, the Existing Preferred Restructuring);

• · Subordinated Credit Agreement (providing for, among other things, the terms of the Debt Securities issued in the Mergers to effect, in part, the Existing Preferred Restructuring);

• · Amended Credit Agreement (providing for, among other things, the consent of the applicable lenders to the Recapitalization pursuant to an amendment to the 2018 Credit Facility);

• · TRA Amendment (amending the Tax Receivable Agreement in connection with the Recapitalization);

• · Governance Agreement (providing for, among other things, the redemption by Mr. Och and related parties of certain balances in the Company funds, certain proxies and voting arrangements, changes to Mr. Och's director, officer, committee and other positions at the Oz Group entities, certain non-competition and non-solicitation matters, name changes, waiver of general release requirements and escrow arrangements);

• · Consent Agreements (providing for, among other things, release and indemnification arrangements in connection with the Recapitalization); and

• · Management Arrangements and other compensation arrangements (providing for certain compensation and other agreements between the Oz Group and certain members of senior management).

Agreements and Plans of Merger

At the Recapitalization Closing, each of OZM, Advisors I and Advisors II entered into Agreements and Plans of Merger with newly-formed subsidiaries of the Company, Orion Merger Sub I LP, Orion Merger Sub II LP and Orion Merger Sub III LP, respectively, pursuant to which such newly-formed subsidiaries of the Company merged with and into with the Operating Partnerships, with the Operating Partnerships as the surviving entities (the "Surviving Partnerships") (such mergers, the "Mergers"). In the Mergers, (i) to give effect to the Class A Reallocation, each Class A Unit converted into 0.35 Class A-1 Units and 0.65 Class A Units of the Surviving Partnership, subject to