Wayne Cohen Form 4 Sculptor Capital Management / Wayne Cohen ownership change

SEC Form 4

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohen Wayne

(Last) (First) (Middle)

C/O SCULPTOR CAPITAL MANAGEMENT

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sculptor Capital Management, Inc. [ SCU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)		310,018	D	$0	218,897	D
Class A Shares	11/17/2023		D(2)		218,897	D	$12.7	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)			43,331	(4)	(4)	Class A Shares	43,331	$12.7	0	D
Class A Restricted Share Units	(3)	11/17/2023		D(2)			10,809	(5)	(5)	Class A Shares	10,809	$12.7	0	D
Class A Restricted Share Units	(3)	11/17/2023		D(2)			94,944	(6)	(6)	Class A Shares	94,944	$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, on January 1, 2024.

6. 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 Cohen	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).
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