Securities Registration: Employee Benefit Plan

As filed with the Securities and Exchange Commission on May 14, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCH-ZIFF CAPITAL MANAGEMENT GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-0354783
(State of Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)
	9 West 57th Street
	New York, New York 10019
	[phone]
	(Address of Principal Executive Offices) (Zip Code)

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

2013 INCENTIVE PLAN

(Full Title of the Plan)

David M. Levine

Chief Legal Officer

Och-Ziff Capital Management Group Inc.

9 West 57th Street

New York, New York 10019

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Joseph A. Coco, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

[phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

		Amount	Proposed	Proposed
	Title of	Maximum	Maximum	Amount of
	to be	Offering Price	Aggregate
	Securities to be Registered	Registered	Per Share (1)	Offering Price (1)	Registration Fee (1)(2)
	Class A Common Stock (3)	9,779,446	$15.98	$156,275,547.08	$18,940.60
LTIP Unit Awards (4)	(5)	(5)	(5)	(5)

(1)Calculated pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low sale prices of a share of Class A Common Stock (defined below) of Och-Ziff Capital Management Group Inc. (the "Registrant") reported on the New York Stock Exchange on May 7, 2019.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.0001212 and the proposed maximum aggregate offering price.

(3)Registrant Class A Common Stock ("Class A Common Stock") reserved for issuance under the Registrant's 2013 Incentive Plan, as amended (the "Plan"). Pursuant to Rule 416(a), this registration statement also covers an indeterminate number of additional shares of Class A Common Stock that may become issuable under the Plan as a result of stock distributions, stock splits or similar transactions involving Class A Common Stock in accordance with the antidilution provisions of the Plan.

(4)Includes rights to acquire Class A Common Stock in exchange for interests in certain of the Registrant's subsidiaries (the "LTIP Units"), and may include a number of shares of Class B Common Stock of the Registrant ("Class B Common Stock") not to exceed the number of shares of Class A Common Stock acquirable upon the exchange of the LTIP Units, which shares of Class B Common Stock (if any) consist solely of voting rights and will be canceled upon the exchange of the LTIP Units for Class A Common Stock. Pursuant to Rule 416(a), this registration statement also covers an indeterminate number of additional LTIP Unit Awards, including rights to acquire Class A Common Stock and any related Class B Common Stock, that may become issuable under the Plan as a result of stock distributions, stock splits or similar transactions involving Class A Common Stock in accordance with the antidilution provisions of the Plan.

(5)Included in the amount to be registered and the offering price of the Class A Common Stock registered herein. Any value attributable to the LTIP Unit Awards, representing rights to acquire Class A Common Stock and any related Class B Common Stock, is reflected in the market price of the Class A Common Stock, and such LTIP Unit Awards will be sold for consideration not to exceed the value of the underlying Class A Common Stock. Accordingly, there is no amount to be registered or offering price for the LTIP Unit Awards beyond those for the Class A Common Stock, and no registration fee is required with respect thereto.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

*The documents containing the information specified in Part I of Form S-8 will be sent or given by Och-Ziff Capital Management Group Inc. (the "Company") to participants in the Och-Ziff Capital Management Group Inc. 2013 Incentive Plan, as amended (the "Plan"), as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission (the "SEC") either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed with the SEC by the Company are incorporated by reference in this registration statement:

(a)The Company's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2018, dated March 15, 2019;

(b)The Company's Quarterly Report on Form 10-Qfor the quarter ended March 31, 2019, dated May 9, 2019;

(c)The Company's Current Reports on Form 8-K, filed with the SEC on May 13, 2019, May 9, 2019, May 9, 2019, May 2, 2019, April 30, 2019, April 9, 2019, April 2, 2019, April 2, 2019, March 7, 2019, March 4, 2019, February 11, 2019, February 7, 2019, February 7, 2019, February 4, 2019, February 1, 2019, January 14, 2019, January 3, 2019and January 3, 2019(but not including any Item 2.02 and Exhibit 99.1 of such filing, which were furnished under applicable SEC rules rather than filed); and

(d)The description of the Class A Common Stock of the Company contained in Amendment No. 1 to the registration statement on Form 8-A, dated May 9, 2019.

All documents subsequently filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

The LTIP Unit Awards registered herein include rights to acquire shares of Class A Common Stock in exchange for interests in certain of the

Company's subsidiaries (the "LTIP Units"), and may include a number of shares of Class B Common Stock of the Company not to exceed the number of shares of Class A Common Stock acquirable upon the exchange of the LTIP Units, which shares of Class B

3

Common Stock (if any) consist solely of voting rights but no economic interests in the Company and will be canceled upon the exchange of the LTIP Units for shares of Class A Common Stock. Subject to the provisions of the Plan and the applicable award documents, LTIP Unit Awards, including rights to acquire Class A Shares and any related Class B Shares, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered and shall be subject to a risk of forfeiture until the lapse of all applicable restrictions.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Company is incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify its directors and officers as well as other employees and agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made or threatened to be made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation-a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. Under the Company's Certificate of Incorporation and By-Laws, in most circumstances the Company will indemnify the following persons (the "Indemnified Persons"), to the fullest extent authorized or permitted by applicable law, if such indemnified persons acted in a manner not constituting fraud, gross negligence or willful misconduct: (a) any person who is or was a director, officer or tax matters partner of the Company or its predecessor, (b) any person who is or was serving at the request of the Company or its predecessor as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another person (including any subsidiary); provided, that a person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (c) any person the Board of Directors designates as an "Indemnified Person" for purposes of the Certificate of Incorporation or the By-Laws. In addition to rights to indemnification, the Company's Certificate of Incorporation also contains a provision eliminating personal liability of directors of the Company for monetary damages for breach of fiduciary duties, except for personal liability for fraud, gross negligence or willful misconduct and except that personal liability may not be eliminated for:

•any breach of the director's duty of loyalty to the corporation or its stockholders;

•any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

•any transaction from which the director derived an improper personal benefit.

The Company has agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent

jurisdiction determining that these persons are not entitled to indemnification. The Company has also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of the Company's assets. The Company may purchase insurance against liabilities asserted against and expenses incurred by persons in connection with its activities, regardless of whether the Company would have the power to indemnify the person against liabilities under the Company's Certificate of Incorporation and By-Laws.

In addition, the Company has entered into indemnification agreements with each of the Company's directors and executive officers. A description of the Company's indemnification agreements is set forth in the section entitled "Certain Relationships and Related Transactions, and Director Independence -Indemnification Agreements" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, each of which is incorporated herein by reference, which disclose that the Company will generally indemnify the Company's directors and executive officers, to the fullest extent permitted by law and the Company's organizational documents, against (i) any and all expenses and liabilities, including judgments, fines, penalties, interest and amounts paid in settlement of any claim with the Company's approval, and counsel fees and disbursements; (ii) any liability pursuant to a loan guarantee, or otherwise, for any of the Company's indebtedness; and (iii) any liabilities incurred as a result of acting on our behalf (as a fiduciary or otherwise) in connection with an employee benefit plan, if such director or executive officer acted in a manner not constituting fraud, gross negligence or willful misconduct. The indemnification agreements provide for the advancement or payment of all expenses to the director or executive

4

officer and for reimbursement to the Company if it is found that such director or executive officer is not entitled to such indemnification under applicable law and the Company's organizational documents. The Company's subsidiary operating partnerships' limited partnership agreements also require such operating partnerships and their subsidiaries to indemnify and exculpate the Company's executive managing directors, including those who are the Company's executive officers.

The Company currently maintains liability insurance for its directors and officers. Such insurance would be available to the Company's directors and officers in accordance with its terms.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit	Description
No.

4.1Certificate of Conversion to a Corporation of Och-Ziff Capital Management Group LLC (incorporated by reference to Exhibit 99.2 to Och- Ziff Capital Management Group LLC's Current Report on Form 8-K filed on April 30, 2019)

4.2Certificate of Incorporation of Och-Ziff Capital Management Group Inc. (incorporated by reference to Exhibit 99.3 to Och-Ziff Capital Management Group LLC's Current Report on Form 8-K filed on April 30, 2019)

4.3Bylaws of Och-Ziff Capital Management Group Inc. (incorporated by reference to Exhibit 99.4 to Och-Ziff Capital Management Group LLC's Current Report on Form 8-K filed on April 30, 2019)

5.1 *

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

10.1Och-ZiffCapital Management Group LLC 2013 Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on May 8, 2013)

10.2Amendment No. 1 to the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on May 9, 2017)

10.3Amendment No. 2 to the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (incorporated herein by reference to Exhibit 10.16 of the Company's Current Report on Form 8-K, filed on February 11, 2019)

23.1 *	Consent of Ernst & Young LLP
23.2 *	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24.1 *	Power of Attorney (included on the signature pages hereto)

*filed herewith

5