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Filing Details

Accession Number:: 0001140361-23-054064
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-20 19:53:57
Reporting Period:: 2023-11-17

Accepted Time:: 2023-11-20 19:53:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1403256	Sculptor Capital Management Inc.	SCU	Investment Advice (6282)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1556593	Rithm Capital Corp.	799 Broadway New York NY 10003		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-11-17	29,664,827	$12.70	1,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Units	Acquisiton	2023-11-17	15,025,994	$7.33	15,025,994	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	P	Direct

Footnotes

On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share.
All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof.
All Issuer common stock owned directly by the Reporting Person, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. Following consummation of the closing of the Public Merger, all 1,000 shares of common stock of Merger Sub Inc. owned by the Reporting Person prior to the effective time of the Public Merger converted into 1,000 shares of common stock of the Issuer.
Reflects Class A common units of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP ("Class A Units").
Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit.