Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Windreich David
   2. Issuer Name and Ticker or Trading Symbol
Och-Ziff Capital Management Group LLC [OZM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Managing Director
(Last)
(First)
(Middle)
C/O OCH-ZIFF CAPITAL MANAGEMENT, GROUP LLC, 9 WEST 57TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Shares (1) 12/30/2008   A(2)   449,845 A $ 0 35,371,701 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Och-Ziff Operating Group A Units (3) (3) 12/30/2008   A(4)   449,845 (4)     (3)   (3) Class A Shares 449,845 (3) $ 0 (4) 25,371,701 D  
Och-Ziff Operating Group A Units (3) (3)               (3)   (3) Class A Shares 5,000,000 (3)   5,000,000 I Held by The David Windreich GRAT III (5)
Och-Ziff Operating Group A Units (3) (3)               (3)   (3) Class A Shares 5,000,000 (3)   5,000,000 I Held by The David Windreich GRAT IV (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Windreich David
C/O OCH-ZIFF CAPITAL MANAGEMENT
GROUP LLC, 9 WEST 57TH STREET
NEW YORK, NY 10019		   X   X   Executive Managing Director  

Signatures

 /s/ Jeffrey C. Blockinger, Attorney-in-fact for David Windreich   01/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(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 an Och-Ziff Operating Group A Unit for a Class A Share (as described in footnote 3), one Class B Share will be canceled for no consideration.
(2) In connection with the separation of a certain partner from each of the Operating Group Partnerships (as such term is defined in footnote 3), the departing partner's Class B Shares were reallocated pro-rata among the remaining partners. Each partner holds a number of Class B Shares equal to the number of Och-Ziff Operating Group A Units held by such partner.
(3) An Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Operating Group Partnerships"). Pursuant to an exchange agreement, the Reporting Person may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, 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. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. Upon the exchange of an Och-Ziff Operating Group A Unit for a Class A Share, one Class B Share will be canceled for no consideration.
(4) In connection with the separation of a certain partner from each of the Operating Group Partnerships, the departing partner's Och-Ziff Operating Group A Units were reallocated pro-rata among the remaining partners in accordance with the partnership agreements of the Operating Group Partnerships.
(5) The Och-Ziff Operating Group A Units listed here are held in grantor retained annuity trust for the benefit of members of the Windreich family. The Reporting Person is a trustee of The David Windreich GRAT III and The David Windreich GRAT IV. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

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