SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Levin James S

(Last)

(First)

(Middle)

C/O OCH-ZIFF CAPITAL MANAGEMENT

GROUP LLC, 9 W 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2013

3. Issuer Name and Ticker or Trading Symbol
Och-Ziff Capital Management Group LLC [ OZM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Global Credit

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Shares⁽¹⁾	1,511,069	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Och-Ziff Operating Group A Units	⁽²⁾	⁽²⁾	Class A Shares	38,430	$0	D
Och-Ziff Operating Group A Units	⁽²⁾	⁽²⁾	Class A Shares	1,472,639	$0	I	Held by Trusts⁽³⁾
Class A Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Class A Shares⁽⁵⁾	149,157	$0	D
Class A Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Class A Shares⁽⁵⁾	418,352	$0	D
Class A Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Class A Shares⁽⁵⁾	3,837,682	$0	D

Explanation of Responses:

1. Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company as a single class on matters submitted to a vote of security holders. The Class B Shares do not represent any economic interest in the Company (or any of its affiliates). Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share (as described in footnote 2), one Class B Share will be canceled for no consideration.

2. One Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP ("OZA"), OZ Advisors II LP ("OZA II") and OZ Management LP ("OZM," and together with OZA and OZA II, the "Och-Ziff Operating Group"). Pursuant to an exchange agreement, Mr. Levin may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Och-Ziff Operating Group, exchange Och-Ziff Operating Group A Units for Class A Shares of the Company on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Upon the exchange of one Och-Ziff Operating Group A Unit for one Class A Share, one Class B Share will be canceled for no consideration.

3. The Och-Ziff Operating Group A Units listed here are held in trusts. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Levin herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests held by trusts, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

4. The Class A Restricted Share Units vest, subject to certain limited exceptions, in full on December 26, 2013.

5. Each Class A Restricted Share Unit represents the right to receive one of the Company's Class A Shares upon the vesting date.

6. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2013 and December 26, 2014, respectively.

7. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on December 26, 2013, December 26, 2014 and December 26, 2015, respectively.

	/s/ James S. Levin	03/27/2013
	** Signature of Reporting Person	Date
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 5 (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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