0001181431-07-068783 3 2 20071113 20071113 20071113 Och-Ziff Capital Management Group LLC 0001403256 6282 000000000 DE 1231 9 WEST 57TH STREET SUITE 1300 NEW YORK NY 10019 (212)790-0041 9 WEST 57TH STREET SUITE 1300 NEW YORK NY 10019 Frank Joel 0001417911 3 34 001-33805 071240595 2127900041 9 WEST 57TH STREET 13TH FLOOR NEW YORK NY 10019 3 1 rrd178403.xml FORM 3 X0202 3 2007-11-13 0 0001403256 Och-Ziff Capital Management Group LLC OZM 0001417911 Frank Joel C/O OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, 9 WEST 57TH STREET, NEW YORK NY 10019 1 1 0 0 Chief Financial Officer Class B Shares 8281849 D Och-Ziff Operating Group A Units Class A Shares 7039456 D Och-Ziff Operating Group A Units Class A Shares 1242393 I Held by The Joel M. Frank 2007 Annuity Trust Class B Shares of Och-Ziff Capital Management Group LLC (the "Company") entitle the holder to one vote per share and generally vote together with the Class A Shares of the Company as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit (as described in note 2) for a Class A Share, one Class B Share will be cancelled for no consideration. An Och-Ziff Operating Group A Unit consists of one Class A Common Unit of each of OZ Advisors LP, OZ Advisors II LP and OZ Management LP (collectively, the "Operating Group Partnerships"). Pursuant to an exchange agreement, the Reporting Person may, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Operating Group Partnerships, exchange Och-Ziff Operating Group A Units for Class A Shares of the Company on a one-for-one basis, subject to exchange rate adjustments for splits, distributions and reclassifications. Exchanges generally may be made as and when approved by an exchange committee during the five-year period following the Company's initial public offering and quarterly thereafter. (Continued in Footnote 3) The Class A Shares and the Class B Shares entitle the holder to one vote per share, and the Class A shareholders and the Class B shareholders generally vote together as a single class on matters submitted to a vote of securityholders. Upon the exchange of an Och-Ziff Operating Group A Unit for a Class A Share, one Class B Share of the Company will be cancelled for no consideration. The Och-Ziff Operating Group A Units listed here are held in a trust for the benefit of members of the Frank family. The Reporting Person is the trustee of The Joel M. Frank 2007 Annuity Trust. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein. /s/ Jeffrey Blockinger, attorney-in-fact 2007-11-13 EX-24.1 2 rrd158182_178656.htm POWER OF ATTORNEY rrd158182_178656.html
                                                                    Exhibit 24.1

                                Power of Attorney

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Daniel Och and Jeffrey Blockinger, as the undersigned's true
and lawful attorney-in-fact to execute and file on behalf of the undersigned in
the undersigned's capacity as a Director and/or Officer of Och-Ziff Capital
Management Group LLC ("Och-Ziff") all necessary and/or required applications,
reports, registrations, information, documents and instruments filed or required
to be filed by Och-Ziff or me with the Securities and Exchange Commission
("SEC"), any stock exchanges or any governmental official or agency, including
without limitation:

     1)   execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of
          the Securities Exchange Act of 1934 and the rules thereunder and a
          Form ID, Uniform Application for Access codes to file on EDGAR;

     2)   do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, 5 or Form ID and timely file such Forms 3, 4, 5 or Form ID,
          including amendments thereto;

     3)   execute and file Form 144 in accordance with Rule 144 of the
          Securities Act of 1933, as amended, and the rules thereunder;

     4)   do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 144 and timely file such Form 144;

     5)   execute and file Schedules 13D and 13G in accordance with all
          applicable laws;

     6)   take any other action of any type whatsoever in connection with the
          foregoing, which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such
          attorney-in-fact's discretion.

                [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. Each of the attorneys-in-fact named herein shall have the power to act
hereunder with or without the other. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is Och-Ziff assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on the date set forth below.

     Signature                     Title                          Date

  /s/ Joel Frank             Chief Financial Officer,       November 13, 2007
---------------------     Executive Managing Director
Joel Frank                       and Director

                    Signature Page to Frank Power of Attorney