0001140361-23-054064.txt : 20231120 0001140361-23-054064.hdr.sgml : 20231120 20231120195357 ACCESSION NUMBER: 0001140361-23-054064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231117 FILED AS OF DATE: 20231120 DATE AS OF CHANGE: 20231120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rithm Capital Corp. CENTRAL INDEX KEY: 0001556593 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33805 FILM NUMBER: 231424195 BUSINESS ADDRESS: STREET 1: 799 BROADWAY CITY: New York STATE: NY ZIP: 10003 BUSINESS PHONE: (212) 850-7770 MAIL ADDRESS: STREET 1: 799 BROADWAY CITY: New York STATE: NY ZIP: 10003 FORMER NAME: FORMER CONFORMED NAME: New Residential Investment Corp. DATE OF NAME CHANGE: 20121227 FORMER NAME: FORMER CONFORMED NAME: New Residential Investment LLC DATE OF NAME CHANGE: 20121214 FORMER NAME: FORMER CONFORMED NAME: Spinco Inc. DATE OF NAME CHANGE: 20120821 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sculptor Capital Management, Inc. CENTRAL INDEX KEY: 0001403256 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET FL 39 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212)790-0000 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET FL 39 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Och-Ziff Capital Management Group Inc. DATE OF NAME CHANGE: 20190508 FORMER COMPANY: FORMER CONFORMED NAME: Och-Ziff Capital Management Group LLC DATE OF NAME CHANGE: 20070614 4 1 form4.xml X0508 4 2023-11-17 true 0001403256 Sculptor Capital Management, Inc. SCU 0001556593 Rithm Capital Corp. 799 BROADWAY NEW YORK NY 10003 true false Class A Common Stock 2023-11-17 4 P 0 29664827 12.7 A 1000 D Class A Units 2023-11-17 4 P 0 15025994 7.33 A Class A Common Stock 15025994 0 D On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share. All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. All Issuer common stock owned directly by the Reporting Person, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. Following consummation of the closing of the Public Merger, all 1,000 shares of common stock of Merger Sub Inc. owned by the Reporting Person prior to the effective time of the Public Merger converted into 1,000 shares of common stock of the Issuer. Reflects Class A common units of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP ("Class A Units"). Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit. Rithm Capital Corp., By: /s/ Nicola Santoro, Jr.,Chief Financial Officer 2023-11-20