ja13ga2-ochziff_ziff.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Amendment No. 2)

Under the Securities Exchange Act of 1934

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Name of Issuer)
 
Class A Shares
(Title of Class of Securities)
 
67551U105
(CUSIP Number)
 

December 31, 2013
(Date of Event which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
* 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 in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
 
 
 
CUSIP No. 67551U105
13G
 
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ziff Investment Management, L.L.C.
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
15,000,000
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
15,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
CUSIP No. 67551U105
13G
  
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Robert D. Ziff
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
15,000,000
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
15,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 

CUSIP No. 67551U105
13G
 
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Daniel M. Ziff
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States Of America
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
15,000,000
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
15,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
CUSIP No. 67551U105
13G
 
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
    ZIP Public Equities, L.P.
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
15,000,000
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
15,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
Item 1. (a)    Name of Issuer

Och-Ziff Capital Management Group LLC

Item 1. (b)   Address of Issuer’s Principal Executive Offices

9 West 57th Street
New York, NY 10019

Item 2. (a)    Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
Ziff Investment Management, L.L.C. (“ZIM”);
(ii)
Robert D. Ziff;
(iii)
Daniel M. Ziff; and
(iv) ZIP Public Equities, L.P. (“ZIP”) 

*    Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

Item 2. (b)    Address of Principal Business Office or, if None, Residence
 
Ziff Investment Management, L.L.C.
350 Park Avenue
New York, NY 10022

Robert D. Ziff
350 Park Avenue
New York, NY 10022

Daniel M. Ziff
350 Park Avenue
New York, NY 10022
 
ZIP Public Equities, L.P.
350 Park Avenue
New York, NY 10022


Item 2. (c)    Citizenship

See Item 4 of the attached cover pages.

Item 2. (d)    Title of Class of Securities

Class A Shares (the “Common Stock”)

Item 2. (e)    CUSIP Number

67551U105
 
Item 3.

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

Item 4.    Ownership
 
Item 4 hereby amended and restated in its entirety as follows:
 
(a)
Amount beneficially owned:
         
 
See Item 9 of the attached cover pages.
         
(b)
Percent of class:
         
 
See Item 11 of the attached cover pages.
         
(c)
Number of shares as to which such person has:
         
 
(i)
Sole power to vote or to direct the vote:
         
   
See Item 5 of the attached cover pages.
         
 
(ii)
Shared power to vote or to direct the vote:
         
   
See Item 6 of the attached cover pages.
         
 
(iii)
Sole power to dispose or to direct the disposition:
         
   
See Item 7 of the attached cover pages.
         
 
(iv)
Shared power to dispose or to direct the disposition:
         
   
See Item 8 of the attached cover pages.

ZIP is the owner of record of the Common Stock reported herein. ZIM is the general partner of ZIP. Each of ZIM, Robert D. Ziff and Daniel M. Ziff may be deemed to beneficially own the Common Stock reported herein as a result of the direct or indirect power to vote or dispose of such stock.
 
Item 5.    Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
 
Not Applicable.
 
Item 6.    Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.
 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable.
 
Item 8.     Identification and Classification of Members of the Group

Not Applicable.

Item 9.    Notice of Dissolution of Group

Not Applicable.

Item 10.    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2014

  ZIFF INVESTMENT MANAGEMENT, L.L.C.  
       
 
By:
/s/ David Gray  
    Name: David Gray  
    Title: Vice President  
     
     
     
  ROBERT D. ZIFF  
     
 
/s/ Robert D. Ziff
  
     
     
     
  DANIEL M. ZIFF  
     
  /s/ Daniel M. Ziff  
       
       
 
  ZIP PUBLIC EQUITIES, L.P.  
  By: Ziff Investment Management, L.L.C., its general partner  
       
       
 
By:
/s/ David Gray  
    Name: David Gray  
    Title: Vice President  
 

 
 
 

EXHIBIT A


The undersigned, Ziff Investment Management, L.L.C., a Delaware limited liability company, Robert D. Ziff, Daniel M. Ziff and ZIP Public Equities, L.P., a Delaware limited partnership, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated: February 14, 2014
 

  ZIFF INVESTMENT MANAGEMENT, L.L.C.  
       
 
By:
/s/ David Gray  
    Name: David Gray  
    Title: Vice President  
     
     
     
  ROBERT D. ZIFF  
     
 
/s/ Robert D. Ziff
  
     
     
     
  DANIEL M. ZIFF  
     
  /s/ Daniel M. Ziff  
       
       
       
  ZIP PUBLIC EQUITIES, L.P.  
  By: Ziff Investment Management, L.L.C., its general partner  
       
       
 
By:
/s/ David Gray  
    Name: David Gray  
    Title: Vice President