Ritchea Dava returned $857,021 worth of Class A Shares to the company (145,107 units at $5.91), closing all direct ownership in the company (SEC Form 4)
$SCU
Investment Managers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sculptor Capital Management, Inc. [ SCU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Shares | 11/17/2023 | D(1) | 77,625 | D | $0 | 67,482 | D | |||
| Class A Shares | 11/17/2023 | D(2) | 67,482 | D | $12.7 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Restricted Share Units | (3) | 11/17/2023 | D(2) | 33,220 | (4) | (4) | Class A Shares | 33,220 | $12.7 | 0 | D | ||||
| Class A Restricted Share Units | (3) | 11/17/2023 | D(2) | 24,649 | (5) | (5) | Class A Shares | 24,649 | $12.7 | 0 | D | ||||
| Class A Restricted Share Units | (3) | 11/17/2023 | D(2) | 4,742 | (5) | (5) | Class A Shares | 4,742 | $12.7 | 0 | D | ||||
| Explanation of Responses: |
| 1. Forfeiture of unvested Performance Restricted Class A Shares. |
| 2. Disposed of as a result of the merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated as of July 23, 2023, as amended, by and among Sculptor Capital Management, Inc. (the "Company"), Sculptor Capital LP, a Delaware limited partnership and subsidiary of the Company, Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of the Company, Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of the Company, Rithm Capital Corp., a Delaware corporation ("Parent"), Calder Sub, Inc., a Delaware corporation and subsidiary of Parent ("Merger Sub Inc."), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Parent, Calder Sub II, LP, a Delaware limited partnership and subsidiary of Parent, and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Parent. |
| 3. Each Class A Restricted Share Unit represented a right to receive one of the Company's Class A Shares or the cash value thereof, upon the vesting date. |
| 4. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2024, January 1, 2025 and January 1, 2026. |
| 5. The Class A Restricted Share Units vest, subject to certain limited exceptions, in equal installments on January 1, 2024 and January 1, 2025. |
| Remarks: |
| /s/ Wayne N. Cohen, power of attorney for Dava Ritchea | 11/20/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||