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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Restricted Share Units | (2) | 03/01/2019 | M | 7,961 | (4) | (4) | Class A Shares | 7,961 | $ 0 | 18,380 | D | ||||
| Class A Restricted Share Units | (2) | (5) | (5) | Class A Shares | 26,718 | 26,718 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Levine David Michael C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP 9 WEST 57TH STREET NEW YORK, NY 10019 |
Chief Legal Officer | |||
| /s/ David Michael Levine | 03/05/2019 | |
| **Signature of Reporting Person | Date |
| * | 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) | The amount shown represents the vesting of the Class A Restricted Share Units held by the Reporting Person. |
| (2) | Each Class A Restricted Share Unit represents, at the election of the administrator of the applicable plan (currently the Issuer's Compensation Committee), a right to receive one of the Issuer's Class A Shares or the cash value thereof, upon the vesting date. |
| (3) | The Class A Shares were sold at prices ranging from $12.62 to $12.92. Upon request, the Reporting Person will provide to the U.S. Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer full information regarding the number of Class A Shares sold at each separate price. |
| (4) | The Class A Restricted Share Units relate to outstanding Class A Restricted Share Units granted on January 23, 2017. The remaining Class A Restricted Share Units vest, subject to certain limited exceptions, as follows: 2,668 on September 13, 2019; 7,962 on March 2, 2020; 2,668 on September 14, 2020; and 5,082 on March 1, 2021. |
| (5) | The Class A Restricted Share Units relate to Class A Restricted Share Units approved by the Issuer's Compensation Committee on January 22, 2019, which will be granted effective January 31, 2019. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 31, 2020, January 31, 2021 and January 31, 2022. |
| Remarks: All sales listed on this Form 4 were made by the Reporting Person pursuant to a pre-established plan that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934. | |