Sec Form 13D Filing - Levin James S filing for Sculptor Capital Management Inc. (SCU) - 2022-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Sculptor Capital Management, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

811246107

(CUSIP Number)

James Levin

c/o Sculptor Capital Management

9 West 57th Street

New York, NY 10019

(212) 790-0000

(Name, address and telephone number of person authorized to receive notices and communications)

January 31, 2022

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 on Schedule 13D (this “Schedule 13D”) relates to the Class A Shares of Sculptor Capital Management Inc., a Delaware corporation (the “Issuer” or the “Company”), representing Class A common stock, par value $0.01 per share, of the Issuer (the “Class A Shares”).

Item 3 is hereby amended and restated in its entirety to read as follows:

The Class A Shares covered by this Schedule 13D were acquired by the Reporting Person at various times between December 2018 and January 2022. The Class A Shares were acquired by the Reporting Person as part of the Reporting Person’s compensation from the Operating Partnerships (as defined below).

On December 31, 2021, January 1, 2022 and January 31, 2022, the Issuer issued 114,065, 65,128 and 12,777 Class A Shares, respectively, in connection with the vesting of outstanding Class A Restricted Share Units (“RSUs”).

Item 4 is hereby amended to add the following paragraph as the penultimate paragraph thereof:

On January 31, 2022, the Reporting Person received equity awards under the 2013 Plan approved by the Compensation Committee and the Board of Directors of the Issuer consisting of 1,040,909 service-based restricted shares of Class A Common Shares (the “Service-Based Restricted Shares”). The Service-Based Restricted Shares are subject tot vesting upon the satisfaction of time-based service conditions. The Service-Based Restricted Shares will vest in three equal installments on each of January 1, 2023, January 1, 2024 and January 1, 2025, generally subject to the Reporting Person’s continued position as an active limited partner of the Sculptor Operating Partnerships.

Item 5 is hereby amended and restated in its entirety to read as follows:

The Reporting Person and a trust for the benefit of the Reporting Person’s family beneficially own 3,920,926 Class A Shares, representing approximately 13.2% of the Issuer’s outstanding Class A Shares. The Reporting Person is also the direct owner of 494,455 RSUs and indirect owner of 398 RSUs, through a trust for the benefit of the Report Person’s family. Of the RSUs held by the Reporting Person and trust, 244,815 vest on December 31, 2022, 156,844 vest on January 1, 2023 and 93,194 vest on January 1, 2024. Each RSU represents a right to receive, at the discretion of the administrator of the applicable plan (currently the Compensation Committee of the Board of Directors of the Issuer) a Class A Share or the cash value thereof, upon the vesting date.

The Reporting Person holds the sole power to vote and direct the vote and the sole power to dispose and to direct the disposition of all Class A Shares included in this Schedule 13D.

No transactions in the class of securities reported herein were effected during the past sixty days by the Reporting Person except for: (i) the receipt of 2,314,286 Performance-Based Restricted Shares on December 17, 2021; (ii) the receipt of 114,065 Class A Shares upon a RSU vesting event on December 31, 2021; (iii) the receipt of 65,128 Class A Shares upon a RSU vesting event on January 1, 2022; (iv) the receipt of 12,777 Class A Shares upon a RSU vesting event on January 31, 2022; and (v) the receipt of 1,040,909 Service-Based Restricted Shares on January 31, 2022.

Item 6 is here by amended to add the following paragraph at the end thereof:

On January 31, 2022, the Reporting Person entered into Cash-Settled RSU Award Agreements, between the Reporting Person and the Sculptor Operating Partnerships, pursuant to which the Reporting Person received an aggregate of 1,040,908 cash-settled Class A restricted share units (“Cash-Settled RSUs”). Each Cash Settled RSU represents the right to receive cash equal to the fair market value of one Class A Share on the third business day following the vesting date of such Cash-Settled RSU. The Cash Settled RSUs will vest in three equal installments on each of January 1, 2023, January 1, 2024 and January 1, 2025, generally subject to the Reporting Person’s continued position as an active limited partner of the Sculptor Operating Partnerships.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 4, 2022