UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number:
001-33805
Och-Ziff Capital Management Group Inc.
(Exact name of registrant as specified in its charter)
9 West 57th
Street, New York, New York 10019
(212)
790-0000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Class A Shares Representing Class A Limited Liability Company Interests of Och-Ziff Capital Management Group LLC
(Title of each class of securities covered by this Form)
Class A Common Stock, par value $0.01 per share, of Och-Ziff Capital Management Group Inc.
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule
12g-4(a)(1)
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☒
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Rule
12g-4(a)(2)
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☐
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Rule
12h-3(b)(1)(i)
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☒
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Rule 12h-3(b)(1)(ii)
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☐
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Rule
15d-6
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☐
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Rule
15d-22(b)
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☐
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Explanatory Note: Effective at 12:01 a.m. (Eastern Time) on May 9, 2019, Och-Ziff Capital Management
Group LLC (the “LLC”) converted from a Delaware limited liability company to a Delaware corporation named Och-Ziff Capital Management Group Inc. (the “Corporation” and such conversion, the “Conversion”). At the
effective time of the Conversion (the “Effective Time”), (i) each Class A share, representing Class A limited liability company interests of the LLC, outstanding immediately prior to the Effective Time was converted into one
issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.01 par value per share, of the Corporation and (ii) each Class B share, representing Class B shares of the LLC, outstanding immediately prior
to the Effective Time was converted into one issued and outstanding, fully paid and nonassessable share of Class B common stock, $0.01 par value per share, of the Corporation. This Form 15 is being filed solely in connection with the
deregistration under the Securities Exchange Act of 1934 of the applicable class of securities of the LLC and does not affect the continued registration under the Securities Exchange Act of 1934 of the applicable class of securities of the
Corporation.
Approximate number of holders of record as of the certification or notice date: 0