UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-A

 


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 


OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

(Exact name of registrant as specified in its charter)

 


 

Delaware   26-0354783
(State of incorporation or organization)   (I.R.S. Employer or Identification No.)

 

9 West 57 th Street, New York, New York   10019
(Address of principal executive offices)   (Zip Code)

 


Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Class A shares representing Class A limited liability

company interests

  New York Stock Exchange

 


If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.   x

If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.   ¨

Securities Act registration statement file number to which this form relates: 333-144256

Securities to be registered pursuant to Section 12(g) of the Act: None.

 



INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information set forth under the heading “Description of Shares” in the Registrant’s prospectus, which constitutes a part of the Registrant’s Registration Statement on Form S-1 (File No. 333-144256) (the “Registration Statement”) relating to the securities, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information is hereby incorporated by reference into this Form 8-A.

Item 2. Exhibits.

1. Form of Class B Shareholders’ Agreement (incorporated herein by reference to Exhibit 4.2 to the Registration Statement).

2. Form of Second Amended and Restated Limited Liability Company Agreement of Och-Ziff Capital Management Group LLC (incorporated herein by reference to Exhibit 3.2 to the Registration Statement).

3. Form of Registration Rights Agreement among Och-Ziff Capital Management Group LLC and the covered persons named therein (incorporated herein by reference to Exhibit 4.3 to the Registration Statement).

4. Form of Registration Rights Agreement among Och-Ziff Capital Management Group LLC and DIC Sahir Limited (incorporated herein by reference to Exhibit 4.4 to the Registration Statement).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
    (Registrant)
Dated: November 6, 2007     By:  

/s/ Joel Frank

      Joel Frank
      Chief Financial Officer, Executive Managing
      Director and Director