SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)

Och-Ziff Capital Management Group LLC

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

67551U105

(CUSIP Number)

Wayne Cohen

President and Chief Operating Officer

Och-Ziff Capital Management Group LLC

9 West 57^th Street

New York, NY 10019

(212) 790-0041

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

March 1, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(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 § 240.13d-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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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.)

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13D

CUSIP No. 67551U105

1	NAME OF REPORTING PERSON Daniel S. Och
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS: OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 52,985,0791
		8	SHARED VOTING POWER: 76,099,0442
		9	SOLE DISPOSITIVE POWER: 52,985,0793
		10	SHARED DISPOSITIVE POWER: 246,510,1294
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 299,495,2085
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 66.2%6
14	TYPE OF REPORTING PERSON: IN

1. Represents 1,957,071 Class A Shares of the Issuer (as defined below) directly held by the Reporting Person and 51,028,008 Class A Shares of the Issuer that the Reporting Person has the right to receive upon the exchange by the Reporting Person of equity securities (the “Group A Units”) of certain Issuer affiliated partnerships (the “Och-Ziff Operating Group”). Does not include the right of the Reporting Person, pursuant to the Class B Shareholders Agreement described in response to Item 6 of the Initial Schedule 13D (as defined below), to vote 127,127,052 Class B Shares of the Issuer that the Reporting Person directly owns (inclusive of the 51,028,008 Class B Shares held by the Reporting Person that would be automatically canceled upon the exchange of Group A Units for Class A Shares) and 170,411,085 Class B Shares of the Issuer that are subject to an irrevocable voting proxy given to the Reporting Person by the limited partners of the Och-Ziff Operating Group who are identified in Item 5 of the Statement. The Class B Shares of the Issuer are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Class B Shares of the Issuer consist only of voting rights of the Issuer, do not represent any economic interest in the Issuer (or any of its affiliates) and are automatically canceled upon the issuance of Class A Shares of the Issuer upon the exchange of Group A Units of the Och-Ziff Operating Group as described herein.

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2. Represents 76,099,044 Class A Shares of the Issuer which certain trusts affiliated with the Reporting Person have the right to receive upon the exchange by such trusts of Group A Units of the Och-Ziff Operating Group, over which the Reporting Person may be deemed to have shared voting power.

3. Represents the 52,985,079 Class A Shares of the Issuer referred to in Row 7 and as described in footnote 1.

4. Represents (i) 170,411,085 Class A Shares of the Issuer which certain limited partners have the right to receive upon the exchange by such limited partners of equity securities of certain Issuer affiliated partnerships and (ii) 76,099,044 Class A Shares of the Issuer that certain trusts affiliated with the Reporting Person have the right to receive upon the exchange by such trusts of equity securities of certain Issuer affiliated partnerships.

5. Represents (i) 127,127,052 Class A Shares which the Reporting Person and certain trusts affiliated with the Reporting Person have the right to receive upon the exchange by the Reporting Person and such trusts of equity securities of certain Issuer affiliated partnerships, (ii) 1,957,071 Class A Shares of the Issuer directly held by the Reporting Person, and (iii) 170,411,085 Class A Shares of the Issuer which certain limited partners of certain Issuer affiliated partnerships have the right to receive upon the exchange by such limited partners of equity securities of such Issuer affiliated partnerships, over which the Reporting Person may be deemed to have shared dispositive power. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the equity securities referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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

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ITEM 1 SECURITY AND ISSUER

This Amendment No. 17 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”), 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, and Amendment No. 16 to Schedule 13D filed on July 17, 2013 (the Initial Schedule 13D as so amended, the “Statement”).

The Reporting Person is filing this Schedule 13D to report the cancellation of 30,000,000 Group A Units that the Reporting Person may be deemed to beneficially own pursuant to the terms set forth in the agreements described below in Item 6 of this Schedule 13D. Except as expressly set forth herein, there have been no changes to the Statement.

The principal executive offices of the Issuer are located at 9 West 57th Street, New York, NY 10019.

ITEM 5 INTEREST IN SECURITIES OF THE ISSUER

Section (a) of Item 5 of the Statement is hereby amended and restated to read as follows:

(a) As of the date hereof, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the Reporting Person may be deemed to beneficially own (i) 51,028,008 Class A Shares which the Reporting Person has the right to receive, pursuant to the Exchange Agreement, upon the exchange by the Reporting Person of equity securities of certain Issuer affiliated partnerships, (ii) 1,957,071 Class A Shares of the Issuer directly held by the Reporting Person, (iii) 76,099,044 Class A Shares which certain trusts affiliated with the Reporting Person have the right to receive, pursuant to the Exchange Agreement, upon the exchange by such trusts of equity securities of certain Issuer affiliated partnerships and (iv) 170,411,085 Class A Shares which certain limited partners have the right to receive, pursuant to the Exchange Agreement, upon the exchange by such limited partners of equity securities of such Issuer affiliated partnerships and over which the Reporting Person may be deemed to have shared dispositive power by reason of the drag along provisions of the Partnership Agreements described under “Partnership Agreements of Issuer Affiliated Partnerships” in Item 6 of this Statement. As of February 23, 2017, the Issuer had 184,907,841 Class A Shares outstanding. In the future, the Issuer may issue additional Class A Shares that may be deemed beneficially owned by the Reporting Person as follows: (i) an aggregate of 127,127,052 Class A Shares which the Reporting Person and certain trusts affiliated with the Reporting Person have the right to receive, pursuant to the Exchange Agreement, upon the exchange by the Reporting Person and such trusts of equity securities of certain Issuer affiliated partnerships, and (ii) 170,411,085 Class A Shares which certain limited partners of certain Issuer affiliated partnerships have the right to receive, pursuant to the Exchange Agreement, upon the exchange by such limited partners of equity securities of such Issuer affiliated partnerships and over which the Reporting Person may be deemed to have shared dispositive power. Assuming the future issuance of such Class A Shares, the Reporting Person may be deemed to beneficially own Class A Shares representing 66.2% of the number of outstanding Class A Shares as of February 23, 2017.

The first paragraph of Section (b) of Item 5 of the Statement is hereby amended and restated to read as follows:

(b) For purposes of Section 13(d) of the Securities Exchange Act of 1934, the Reporting Person may be deemed (i) to have sole voting and dispositive power over (x) 51,028,008 Class A Shares which the Reporting Person has the right to receive, pursuant to the Exchange Agreement, upon the exchange by the Reporting Person of equity securities of certain Issuer affiliated partnerships, and (y) 1,957,071 Class A Shares of the Issuer directly held by the Reporting Person, (ii) to have shared voting power over an aggregate of 76,099,044 Class A Shares which certain trusts affiliated with the Reporting Person have the right to receive, pursuant to the Exchange Agreement, upon the exchange by such trusts of equity securities of certain Issuer affiliated partnerships, and (iii) to have shared dispositive power over the 170,411,085 Class A Shares which certain limited partners of certain Issuer affiliated partnerships have the right to receive, pursuant to the Exchange Agreement, upon the exchange by such limited partners of equity securities of such Issuer affiliated partnerships.

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Section (c) of Item 5 of the Statement is hereby amended to add the following:

(c) During the sixty (60) days preceding March 1, 2017, the date of the event requiring the filing of this Statement, and from such date to the date of this filing, the following transactions were effected:

• The information set forth in Item 6 is incorporated herein by reference.

ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Statement is hereby amended to add the following:

Equalization, Transfer and Exchange Agreement. Och-Ziff Holding Corporation and Och-Ziff Holding LLC, as the general partners of the Operating Partnerships, entered into an Equalization, Transfer and Exchange Agreement with the Reporting Person, a trust (the “Jane Och Trust”) and another trust (the “Dan Och Trust”) over both of which Mr. Och has investment control (collectively, the “Holders”), effective as of March 1, 2017 (the “Equalization Agreement”). Previously, the Holders each held a disproportionate interest in each of the Operating Partnerships. Disproportionate interests in the Operating Group may only be exchanged for Class A Shares if and when they are combined to form Operating Group A Units. In a series of transactions among the Holders, the Holders equalized their interests in each of the Operating Partnerships:

• The Jane Och Trust: (i) acquired from the Dan Och Trust 12,218,398 Class A Units of OZA; (ii) transferred to the Dan Och Trust 2,875,621 Class A Units of OZA II; and (ii) transferred to the Dan Och Trust 2,875,621 Class A Units of OZM.

• The Reporting Person: (i) transferred to the Jane Och Trust 12,218,500 Class A Units of OZA; (ii) acquired from the Jane Och Trust 2,875,645 Class A Units of OZA II; and (iii) acquired from the Jane Och Trust 2,875,645 Class A Units of OZM. Such transactions increased the Reporting Person’s direct ownership by 2,875,645 Operating Group A Units.

• The Jane Och Trust: (i) acquired from the Reporting Person 12,218,500 Class A Units of OZA; (ii) transferred to the Reporting Person 2,875,645 Class A Units of OZA II; and (iii) transferred to the Reporting Person 2,875,645 Class A Units of OZM. Such transactions decreased the Reporting Person’s indirect ownership via the Jane Och Trust by 2,875,645 Operating Group A Units.

The transfers among the Holders occurred at a price based on the average of the high and low trading prices of one Class A Share of the Issuer on March 1, 2017, allocated among the Operating Partnerships in accordance with their relative values on that date.

Relinquishment Agreement. Och-Ziff Holding Corporation and Och-Ziff Holding LLC, as the general partners of the Operating Partnerships, entered into a Relinquishment Agreement with the Reporting Person and certain family trusts over which Mr. Och has investment control (the “Och Trusts”) effective as of March 1, 2017 (the “Relinquishment Agreement”). Pursuant to the Relinquishment Agreement, to support the Company and allow it to accomplish its objectives, and to reduce the dilution to shareholders, Mr. Och and the Och Trusts forfeited, in the aggregate, 30,000,000 of their vested Group A Units. The Relinquishment Agreement provides that if any of the Group D Units granted to James Levin are forfeited, such forfeited units (up to an aggregate amount of 30,000,000) shall be reallocated to Mr. Och and the Och Trusts pursuant to the terms of the Limited Partnership Agreements.

The foregoing summaries of the Equalization Agreement and the Relinquishment Agreement are qualified in their entirety by reference to the copies of such agreements filed as exhibits hereto.

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ITEM 7 MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Statement is hereby amended and restated to read as follows:

Exhibit 1	Second Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of November 13, 2007 (incorporated by reference to Exhibit 1 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 2	Exchange Agreement, dated as of November 13, 2007, among the Issuer, the Reporting Person, Och-Ziff Holding Corporation, Och-Ziff Holding LLC, OZ Management LP, OZ Advisors LP, OZ Advisors II LP and certain limited partners and holders of Class B Shares (incorporated by reference to Exhibit 2 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 3	Amended and Restated Limited Partnership Agreement of OZ Advisors LP, dated as of November 13, 2007 (incorporated by reference to Exhibit 3 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 4	Amended and Restated Limited Partnership Agreement of OZ Advisors II LP, dated as of November 13, 2007 (incorporated by reference to Exhibit 4 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 5	Amended and Restated Limited Partnership Agreement of OZ Management LP, dated as of November 13, 2007 (incorporated by reference to Exhibit 5 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 6	Registration Rights Agreement, dated as of November 19, 2007, among the Issuer, the Reporting Person and the other covered persons from time to time party thereto (incorporated by reference to Exhibit 6 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 7	Purchase Agreement, dated as of November 13, 2007, among Och-Ziff Holding Corporation, Och-Ziff Holding LLC, OZ Management LP, OZ Advisors LP, OZ Advisors II LP, the Reporting Person and certain limited partners (incorporated by reference to Exhibit 7 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 8	Lockup Agreement, dated as of November 6, among Goldman Sachs & Co., Lehman Brothers Inc. and the Reporting Person (incorporated by reference to Exhibit 8 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 9	Class B Shareholders Agreement, dated as of November 13, 2007, among the Issuer, the Reporting Person and the other individuals party thereto (incorporated by reference to Exhibit 9 of the Initial Schedule 13D filed November 29, 2007).
Exhibit 10*	Equalization, Transfer and Exchange Agreement, dated as of March 1, 2017, among the Reporting Person and the other parties thereto.
Exhibit 11*	Relinquishment Agreement, dated as of March 1, 2017, among Och-Ziff Holding Corporation and Och-Ziff Holding LLC, the Reporting Person and the other parties thereto.
Exhibit 24	Power of Attorney of the Reporting Person (incorporated by reference to Exhibit 24.1 of the Reporting Person’s Form 4 filed March 3, 2017).

* Filed herewith

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SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 3, 2017

By:	/s/ Wayne N. Cohen
Name:	Wayne N. Cohen
Title:	Attorney-in-fact

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EX-99.10

Exhibit 10

Equalization, Transfer and Exchange Agreement

This Equalization, Transfer and Exchange Agreement (this “Agreement”) is made and entered into as of March 1, 2017, by and among (i) Daniel S. Och, individually (“Dan”), (ii) Susan Och Kalver and Jonathan Och, as trustees of the Family Trust created under Article III of The Jane C. Och 2011 Descendants’ Trust Agreement, dated October 26, 2011 (the “JODT”), (iii) Daniel S. Och and Jane C. Och, as trustees of the Family Trust created under Article IV of The Daniel S. Och 2014 Descendants’ Trust Agreement, dated March 7, 2014 (the “DODT” and together with the JODT, the “Och Trusts”) (each of Dan and the Och Trusts, a “Transfer Party,” and collectively, the “Transfer Parties”), and (iv) Och-Ziff Holding Corporation (“OZ Corp”), as the General Partner of OZ Management LP (“OZM”) and OZ Advisors LP (“OZA”), and Och-Ziff Holding LLC (together with OZ Corp, the “General Partners”), as the General Partner of OZ Advisors II LP (“OZA II” and, together with OZM and OZA, each a “Partnership”) (collectively, the “General Partners”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Agreements of Limited Partnership of each of the Partnerships, each dated as of the date hereof (as amended, collectively, the “LP Agreements”).

W I T N E S S E T H:

WHEREAS, each Transfer Party holds vested Class A Common Units in one or more of OZM, OZA and OZA II (such vested Class A Common Units, respectively, “OZM Units,” “OZA Units,” and “OZA II Units”); and

WHEREAS, an appraisal performed by Duff & Phelps, LLC (the “Appraiser”), dated as of the date hereof (the “Appraisal”), will determine the relative values of one OZM Unit, one OZA Unit and one OZA II Unit as of the date hereof (expressed as a percentage of the aggregate value of one OZM Unit, one OZA Unit and one OZA II Unit, with respect to OZM, the “OZM Percentage,” with respect to OZA, the “OZA Percentage,” and with respect to OZA II, the “OZA II Percentage”); and

WHEREAS, Dan currently holds 63,532,909 OZM Units, 78,627,054 OZA Units and 63,532,909 OZA II Units; and

WHEREAS, the DODT currently holds 15,094,019 OZA Units; and

WHEREAS, the JODT currently holds 30,188,164 OZM Units and 30,188,164 OZA II Units; and

WHEREAS, each Transfer Party desires to Transfer certain numbers of vested Class A Common Units in the Partnerships as described below such that, following such Transfers, such Transfer Party shall hold an equal number of vested Class A Common Units in each of the Partnerships (any such units to be transferred, “Transferred Units”); and

WHEREAS, to give effect to this arrangement, the JODT wishes to Transfer OZM Units and OZA II Units to each of Dan and the DODT, and in exchange for such Transfer of such Common Units, each of Dan and the DODT wishes to Transfer to the JODT such number of his or

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its OZA Units equal to the aggregate value of the OZM Units and OZA II Units he or it receives from the JODT as of the date hereof, as further described below, so that following such Transfers each Transfer Party will hold such number of vested Class A Common Units in each Partnership equal to the lesser of:

(A) the sum of (i) such Transfer Party’s current number of OZM Units multiplied by the OZM Percentage, (ii) such Transfer Party’s current number of OZA Units multiplied by the OZA Percentage and (iii) such Transfer Party’s current number of OZA II Units multiplied by the OZA II Percentage; and

(B) the largest amount below such sum that results in a whole number of vested Class A Common Units in each of the Partnerships (the lesser of (A) and (B) with respect to each Transfer Party, its “Equivalent Units”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Transfer Parties hereby agree as follows:

1. Transfers. Subject to the other terms of this Agreement and the LP Agreements:

(a) the Transfer Parties desire to make the following Transfers of Transferred Units in accordance with the terms of this Agreement and the terms of the LP Agreements (any such Transferred Units in a Partnership, a “Transferred Interest” in such Partnership) and the General Partners desire to consent to such Transfers:

(i) the JODT shall Transfer to Dan (A) such number of its OZM Units equal to (x) Dan’s Equivalent Units reduced by (y) the number of OZM Units currently held by Dan, and (B) such number of its OZA II Units equal to (x) Dan’s Equivalent Units reduced by (y) the number of OZA II Units currently held by Dan; and in exchange for such Transfers by the JODT, Dan shall Transfer to the JODT such number of his OZA Units equal to (i) the number of OZA Units currently held by Dan reduced by (ii) his Equivalent Units; and

(ii) the JODT shall Transfer to the DODT (A) such number of its OZM Units equal to (x) the DODT’s Equivalent Units reduced by (y) the number of OZM Units currently held by the DODT, and (B) such number of its OZA II Units equal to (x) the DODT’s Equivalent Units reduced by (y) the number of OZA II Units currently held by the DODT; and in exchange for such Transfers by the JODT, the DODT shall Transfer to the JODT such number of its OZA Units equal to (i) the number of OZA Units it currently holds reduced by (ii) its Equivalent Units.

(b) Subject to the other terms of this Agreement and the LP Agreements, for the consideration described above, (i) each Transfer Party that is a transferor of a Transferred Interest in any Partnership in the Transfers described above (with respect to such Transfer, a “Transferor Party”) hereby assigns, transfers and conveys all of such Transferor Party’s respective right, title and interest in and to such Transferred Interest to the applicable Transfer Party that is a transferee as described above (each, with respect to such Transfer, a

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“Transferee Party”), (ii) the Transferee Party in each such Transfer of a Transferred Interest hereby accepts from the applicable Transferor Party all of such Transferor Party’s right, title and interest in, to and under such Transferred Interest and assumes and agrees to be bound by all of the liabilities, obligations, terms and conditions of the applicable LP Agreement with respect to the applicable Transferred Interest, and (iii) the General Partners hereby consent to each such Transfer on the terms and conditions set forth in this Agreement and agree that, upon the execution and delivery of this Agreement, the Transferee Party in each such Transfer of a Transferred Interest shall be entitled to all of the share of the allocations and distributions set forth in the LP Agreement of the applicable Partnership to which the applicable Transferor Party would otherwise have been entitled with respect to such Transferred Interest (as adjusted in accordance with Section 2).

(c) The consents provided by the General Partner of each Partnership in this Section 1 to the Transfers described herein shall constitute the prior written approval of such General Partner required in respect of the Transfers of Transferred Interests in such Partnership pursuant to Section 8.1 of the LP Agreement of such Partnership.

(d) The parties hereto agree that (i) the amount of Capital Contributions to be made by Dan to each Partnership in aggregate pursuant to the terms of the LP Agreement of such Partnership shall not be affected by Transfers of the Transferred Interests in such Partnership described herein, and (ii) no Related Trust of Dan shall have any obligation to make any Capital Contributions pursuant to the terms of the LP Agreement of such Partnership unless otherwise determined by the General Partner of such Partnership in accordance with Section 5.1(a) of the LP Agreement of such Partnership.

(e) The Transfer Parties each represent and covenant that (i) immediately following each Transfer of a Transferred Interest in any Partnership to an Och Trust being effectuated hereunder, Dan (in his capacity as investment trustee or pursuant to an investment advisory agreement or otherwise) shall have the exclusive right to make and execute all investment decisions with respect to such Transferred Interest (including, without limitation, with respect to any consent, approval, voting or similar rights relating thereto, including under the LP Agreement of such Partnership, the Registration Rights Agreement, the Exchange Agreement or the Tax Receivable Agreement) (such rights, “Decision Powers”) and no trustee, investment adviser or other agent or representative of Dan or the Och Trust (collectively, “Trust Representatives”), other than Och, shall have any right or ability to exercise any such Decision Powers with respect to such Transferred Interest, and (ii) at any time that any of Och or the Och Trust or any other Related Trust of Och to which any portion of a Transferred Interest in any Partnership is Transferred holds any Common Units in such Partnership, Och (individually, in his capacity as investment trustee or pursuant to an investment advisory agreement or otherwise) shall continue to exclusively hold any applicable Decision Powers and no Trust Representatives of any Och Trust or any such other Related Trust, other than Och, shall have any right or ability to exercise such Decision Powers. In furtherance of the foregoing, no Och Trust shall be entitled at any time to exercise any consent, approval, voting or similar rights in respect of the LP Agreement, the Registration Rights Agreement, the Exchange Agreement or the Tax Receivable Agreement.

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2. Final Determination of Transferred Units. The number of Transferred Units in each Partnership transferred to each Transferee Party as of the date hereof pursuant to this Agreement shall be determined based on the Appraisal, and such numbers of Transferred Units shall be inserted by the General Partners on Exhibit A hereto upon completion of the Appraisal and the Transfer Parties shall sign Exhibit A. Notwithstanding the foregoing, if the relative values of the OZM Units, OZA Units and OZA II Units as of the date hereof are finally determined in a federal tax proceeding relating to a Transfer Party to be other than that determined by the Appraiser (the “Final Tax Determination”):

(a) the number of Transferred Units in each Partnership comprising each Transfer Party’s Transferred Interest in such Partnership based on the Final Tax Determination shall be adjusted for purposes of this Agreement (such adjusted number of Transferred Units, the “Adjusted Units” and increase or decrease in the number of Transferred Units, the “Adjustment”);

(b) with respect to each adjustment described above that results in an increase in the number of Transferred Units held in one Partnership by a Transfer Party (the “Payee”) and a decrease in the number of Transferred Units held in the same Partnership by another Transfer Party (the “Payor”), a corresponding payment shall be made by the Payor to the Payee in an amount equal to the sum of (i) any distributions made to a Transfer Party by reason of his or its ownership of a number of Transferred Units in such Partnership equal to the Adjustment, plus (ii) interest on such amount of distributions at a rate equal to the short-term applicable federal rate (pursuant to Section 1274(d) of the Code) announced by the Internal Revenue Service in effect for the month within which such distribution is made, compounded annually);

(c) such adjustments must be made within a reasonable period after the Final Tax Determination. Any other mistake in the calculation of the number of the Transferred Units held by any Transfer Party in any Partnership shall likewise be corrected; and

(d) the amount of the Adjusted Units shall be inserted in a separate exhibit to this Agreement upon completion of the adjustments described above and such exhibit shall be signed by the Transfer Parties.

3. Representations and Warranties of each Transferor Party. With respect to each Transfer described above, the Transferor Party in such Transfer hereby makes the following representations and warranties to the Transferee Party in such Transfer for the purpose of inducing the Transferee Party to purchase the applicable Transferred Interest pursuant to this Agreement:

(a) Ownership of Transferred Interest. The Transferor Party is the owner of such Transferred Interest, free and clear of all liens, security interests, options and adverse claims to title of any kind or character.

(b) No Conflicting Agreements. The execution, delivery and performance by the Transferor Party of this Agreement and the terms hereof do not violate any of the terms, conditions or provisions of (i) any judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority to which the Transferor Party is subject, or (ii) any agreement or contract to which the Transferor Party is a party.

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(c) Approvals. No authorization, consent, order, approval or license from, filing with, or other act by any governmental authority or other person is or will be necessary to permit the valid execution and delivery by the Transferor Party of this Agreement or the performance by the Transferor Party of the obligations to be performed by the Transferor Party under this Agreement, which has not been obtained.

(d) Status of Partnership. The Partnership in which the Transferor Party holds such Transferred Interest is a limited partnership duly formed and validly existing and in good standing under the laws of the State of Delaware, and has all requisite power to own and operate its assets and properties in the manner in which they are being owned and operated on the date of this Agreement. The Transferor Party has delivered to the applicable Transferee Party a true, correct and complete copy of the LP Agreement of such Partnership.

(e) Brokers. No agent, broker, or other person acting pursuant to express or implied authority of the Transferor Party is entitled to a commission or finder’s fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against the applicable Transferee Party for a commission or finder’s fee.

4. Representations and Warranties of each Transferee Party. With respect to each Transfer described above, the Transferee Party in such Transfer hereby makes the following representations and warranties to the Transferor Party in such Transfer for the purpose of inducing the Transferor Party to sell the applicable Transferred Interest pursuant to this Agreement:

(a) Organization. With respect to each Transferee Party that is a Related Trust of Dan, such Transferee Party is a trust duly formed and validly existing under the laws of the State of New York with full power and authority to purchase such Transferred Interest.

(b) No Conflicting Agreements. The execution, delivery and performance by the Transferee Party of this Agreement and the terms hereof do not violate any of the terms, conditions or provisions of (i) in the case of each Transferee Party that is a Related Trust of Dan, the trust agreement pursuant to which such Transferee Party is formed, (ii) any judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority to which the Transferee Party is subject, or (iii) any agreement or contract to which the Transferee Party is a party.

(c) Approvals. No authorization, consent, order, approval or license from, filing with, or other act by any governmental authority or other person is or will be necessary to permit the valid execution and delivery by the Transferee Party of this Agreement or the performance by the Transferee Party of the obligations to be performed by the Transferee Party under this Agreement, which has not been obtained.

(d) Brokers. No agent, broker, or other person acting pursuant to express or implied authority of the Transferee Party is entitled to a commission or finder’s fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against the Transferor Party for a commission or finder’s fee.

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5. Adjustments. In the event any change in the number of Transferred Units, Equivalent Units or Adjusted Units shall occur as a result of any unit split (including a reverse unit split) or combination, any unit dividend or distribution (including any dividend or distribution of securities convertible into or exchangeable for such units), reclassification, recapitalization or similar event, references to such Transferred Units and any calculations or determinations made under this Agreement shall be equitably adjusted to reflect such change.

6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, heirs, successors and assigns.

7. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. Facsimile signatures shall be deemed originals for all purposes hereof.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law rules that would apply the law of any other jurisdiction.

9. Further Assurances. The parties hereto agree that, at any time and from time to time after the date of this Agreement, upon the request of a Transferee Party, a Transferor Party shall do, execute, acknowledge and deliver, any and all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required for carrying out the purpose and intent of this Agreement and to Transfer to such Transferee Party all of the Transferor Party’s right, title and interest in and to the applicable Transferred Interest required to be transferred to such Transferee Party pursuant to this Agreement. This obligation shall survive the signing and delivery of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Transfer Parties have executed this Agreement as of the day and year first written above.

/s/ Daniel S. Och

DANIEL S. OCH

THE FAMILY TRUST CREATED UNDER ARTICLE III OF THE JANE C. OCH 2011 DESCENDANTS’ TRUST AGREEMENT
By:	/s/ Susan Och Kalver
Name:	Susan Och Kalver
Title:	Trustee
By:	/s/ Jonathan Och
Name:	Jonathan Och
Title:	Trustee

THE FAMILY TRUST CREATED UNDER ARTICLE IV OF THE DANIEL S. OCH 2014 DESCENDANTS’ TRUST AGREEMENT
By:	/s/ Daniel S. Och
Name:	Daniel S. Och
Title:	Trustee
By:	/s/ Jane C. Och
Name:	Jane C. Och
Title:	Trustee

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IN WITNESS WHEREOF, the General Partners have executed this Agreement as of the day and year first written above.

OCH-ZIFF HOLDING CORPORATION, as the general partner of OZM and OZA
By:	/s/ Wayne N. Cohen
Name:	Wayne N. Cohen
Title:	President and Chief Operating Officer

OCH-ZIFF HOLDING LLC, as the general partner of OZAII
By:	/s/ Wayne N. Cohen
Name:	Wayne N. Cohen
Title:	President and Chief Operating Officer

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Transferred Units

The Transfer Parties confirm that, upon completion of the Appraisal, the vested Class A Common Units in each of the Partnerships comprising the Transferred Units in each Transfer are as follows:

Transferor Party	Transferee Party	Partnership	Common Units
JODT	Dan	OZM	2,875,645
JODT	Dan	OZA II	2,875,645
Dan	JODT	OZA	12,218,500
JODT	DODT	OZM	2,875,621
JODT	DODT	OZA II	2,875,621
DODT	JODT	OZA	12,218,398

/s/ Daniel S. Och

DANIEL S. OCH

THE FAMILY TRUST CREATED UNDER ARTICLE III OF THE JANE C. OCH 2011 DESCENDANTS’ TRUST AGREEMENT
By:	/s/ Susan Och Kalver
Name:	Susan Och Kalver
Title:	Trustee
By:	/s/ Jonathan Och
Name:	Jonathan Och
Title:	Trustee

THE FAMILY TRUST CREATED UNDER ARTICLE IV OF THE DANIEL S. OCH 2014 DESCENDANTS’ TRUST AGREEMENT
By:	/s/ Daniel S. Och
Name:	Daniel S. Och
Title:	Trustee
By:	/s/ Jane C. Och
Name:	Jane C. Och
Title:	Trustee

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EX-99.11

Exhibit 11

Relinquishment Agreement

This Relinquishment Agreement dated as of March 1, 2017 (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects certain agreements of Och-Ziff Holding Corporation, as the general partner of OZ Management LP (“OZM”) and OZ Advisors LP (“OZA”), Och-Ziff Holding LLC (together with Och-Ziff Holding Corporation, collectively, the “General Partners”), as the general partner of OZ Advisors II LP (“OZAII” and, together with OZM and OZA, the “Partnerships”), Daniel S. Och (the “Limited Partner”) and his Related Trusts named on the signature pages of this Agreement (the “Och Trusts”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in each of the limited partnership agreements of the Partnerships dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreements”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreements).

1. Cancellation of Class A Common Units. The Limited Partner and the Och Trusts each hereby agree with the General Partners that they shall conditionally relinquish 30,000,000 in the aggregate of their vested Class A Common Units in each of the Partnerships (“Cancellable Units”) in connection with the grants of Class D Common Units in each of the Partnerships (“Incentive D Units”) to James S. Levin (“Levin”) pursuant to Partner Agreements between Levin and the Partnerships dated as of February 14, 2017 (the “Levin Partner Agreements”), with such Cancellable Units to be cancelled as of the date hereof, immediately following the Transfers of vested Class A Common Units made in accordance with the Equalization, Transfer and Exchange Agreement attached hereto as Exhibit A (the “Equalization Agreement”). The number of Cancellable Units of the Limited Partner and each Och Trust in each Partnership to be cancelled pursuant to this Section 1 shall be determined on a pro rata basis in accordance with the number of Equivalent Units (as defined in the Equalization Agreement) as determined as of the date hereof, and such numbers of Cancellable Units shall then be specified opposite the name of the Limited Partner or such Och Trust, respectively, on the signature page of this Agreement; provided, that (i) the aggregate number of Cancellable Units in each Partnership cancelled as of the date hereof shall remain equal to 30,000,000, and (ii) following any adjustment of the Cancellable Units held by the Limited Partner or an Och Trust following the date hereof in accordance with Section 2 of the Equalization Agreement, the Pro Rata Percentages (as defined herein) shall automatically be adjusted to reflect such adjustment.

2. Reallocation.

(a) Forfeiture of Reallocable Units. The General Partners agree that, upon any forfeiture by Levin or his Related Trusts (the “Levin Trusts”) of any Incentive D Units in each Partnership (including, without limitation, any COC Incentive D Units (as defined in the Levin Partner Agreements) following a Change of Control) (or Class A Common Units into which any such Incentive D Units have converted), pursuant to the terms of the Levin Partner Agreements (collectively, “Reallocable Units”), the lesser of (i) all such Reallocable Units in such Partnership, and (ii) 30,000,000 Reallocable Units in such Partnership shall be reallocated in accordance with the terms of the Limited Partnership Agreements from Levin and the Levin Trusts to such Partnership and then subsequently reallocated from such Partnership to the Limited Partner and the Och Trusts pro rata based on the number of Cancellable Units held by the Limited Partner and the Och Trusts that were cancelled pursuant to Section 1 above, as specified opposite the name of the Limited Partner and each such Och Trust, respectively, on the signature pages of this Agreement

(the “Pro Rata Percentage”); provided that each of the Limited Partner and the Och Trusts shall receive a whole number of Reallocable Units in each Partnership, but not to exceed 30,000,000 Reallocable Units in each Partnership in the aggregate. To the extent that Levin and the Levin Trusts forfeit more than 30,000,000 Reallocable Units in each Partnership, Och shall remain eligible to receive a portion of the Reallocable Units that are not reallocated pursuant to the foregoing provisions of this Section 2(a) in accordance with the terms of the Limited Partnership Agreements.

(b) Reallocated Units. The General Partners agree that, if any Reallocable Units are reallocated to the Limited Partner and the Och Trusts as described in Section 2(a) above, all such Reallocable Units shall convert into vested Class A Common Units upon such reallocation.

(c) Forfeiture of Escrowed Amounts. In the event that any COC Incentive Units (as defined in the Levin Partner Agreements) or other amounts in the escrow account described in Section 4(d)(2) of the Levin Partner Agreements as in effect on the date hereof are reallocable to the Limited Partner in accordance with the provisions of the Limited Partnership Agreements and the Levin Partner Agreements, in each case as in effect on the date hereof, the General Partners shall cause such amounts to be promptly reallocated to the Limited Partner as described therein.

(d) Adjustments. In the event any change in the number of Retention D Units (or Class A Common Units into which such Retention D Units have converted) shall occur as a result of any unit split (including a reverse unit split) or combination, any unit dividend or distribution (including any dividend or distribution of securities convertible into or exchangeable for such units), reclassification, recapitalization or similar event, then the number of Retention D Units or Class A Common Units, as applicable, and any other items set forth herein that are based on such units (including Cancellable Units, Reallocable Units and COC Incentive Units), shall be equitably adjusted to reflect such change. In the event of any Change of Control or other reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring Person (if applicable) or the applicable parent entity in a Change of Control shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Agreement to be performed and observed by the General Partners and the Partnerships and all the obligations and liabilities hereunder.

3. Miscellaneous.

(a) Except as specifically provided herein, this Agreement cannot be amended or modified except by a writing signed by the Limited Partner and the General Partners.

(b) This Agreement and any amendment hereto shall be binding as to executors, administrators, estates, heirs and legal successors, or nominees or representatives, of the Limited Partner and the Och Trusts, and references to the Limited Partner and the Och Trusts shall include all successors and assigns thereof. This Agreement and any amendment hereto may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

(c) The relinquishment of Cancellable Units pursuant to Section 1(a) shall not affect the respective Capital Accounts of the Limited Partner and the Och Trusts in each of the Partnerships (or the federal income tax basis or other tax attributes of their respective Interests in each Partnership). This Agreement shall be treated as part of the Limited Partnership Agreement of each Partnership as described in Section 761(c) of the Code and sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned, and the undersigned hereby agrees to be bound by the terms and provisions set forth in this Agreement.

	Number of Cancellable Units cancelled in each Partnership	Pro Rata Percentage of Total Cancellable Units
THE LIMITED PARTNER:
/s/ Daniel S. Och                         Name: Daniel S. Och	15,380,546	51.27%

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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned, and the undersigned do hereby agree to be bound by the terms and provisions set forth in this Agreement.

OCH TRUSTS	Number of Cancellable Units cancelled in each Partnership	Pro Rata Percentage of Total Cancellable Units
THE FAMILY TRUST CREATED UNDER ARTICLE IV OF THE DANIEL S. OCH 2014 DESCENDANTS’ TRUST AGREEMENT By: /s/ Daniel S. Och                         Name: Daniel S. Och Title: Trustee By: /s/ Jane C. Och                            Name: Jane C. Och Title: Trustee	666,008	2.22%
THE FAMILY TRUST CREATED UNDER ARTICLE III OF THE JANE C. OCH 2011 DESCENDANTS’ TRUST AGREEMENT By: /s/ Susan Och Kalver                   Name: Susan Och Kalver Title: Trustee By: /s/ Jonathan Och                          Name: Jonathan Och Title: Trustee	5,659,705	18.87%
THE FAMILY TRUST CREATED UNDER ARTICLE IV OF THE OCH CHILDREN’S TRUST 2012 AGREEMENT By: /s/ Daniel S. Och                         Name: Daniel S. Och Title: Trustee By: /s/ Jane C. Och                            Name: Jane C. Och Title: Trustee	8,293,741	27.65%

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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned, and the undersigned do hereby agree to be bound by the terms and provisions set forth in this Agreement.

OCH-ZIFF HOLDING CORPORATION, as the general partner of OZM and OZA
By:	/s/ Wayne N. Cohen
Name:	Wayne N. Cohen
Title:	President and Chief Operating Officer

OCH-ZIFF HOLDING LLC, as the general partner of OZAII
By:	/s/ Wayne N. Cohen
Name:	Wayne N. Cohen
Title:	President and Chief Operating Officer

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