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Delaware
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001-33805
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26-0354783
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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9 West 57th Street, New York, New York
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10019
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(Address of Principal Executive Offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
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(Registrant)
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By:
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/s/ Thomas M. Sipp
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Thomas M. Sipp
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Chief Financial Officer and
Executive Managing Director
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1.
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Adjustment to Authorized Share Capital
. The LLC Agreement is hereby amended by replacing Section 3.2(d) thereof in its entirety by the following provision:
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2.
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Continuing Effect
. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the LLC Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the LLC Agreement are hereby ratified and confirmed in all respects.
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3.
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Entire Agreement
. Together with the LLC Agreement, this Amendment constitutes the entire understanding among the Members with respect to the subject matter thereof and hereof and supersedes any prior agreement or understandings among the Members with respect to such subject matter.
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4.
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Governing Law
. This Amendment shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof.
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OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
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By:
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/s/ Wayne Cohen
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Name: Wayne Cohen
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Title: President, COO, and Executive Managing Director
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