SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2
(Amendment No. )*
| Ocean Rig UDW Inc. |
(Name of Issuer)
| Class A Common Stock, $.01 par value per share |
(Title of Class of Securities)
| G66964118 |
(CUSIP Number)
| February 7, 2018 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 (“Act”) 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).
| Schedule 13 G | PAGE 2 of 10 | |
| CUSIP No. G66964118 |
| (1) |
NAME OF REPORTING PERSON
OZ Management LP | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,708,910 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,708,910 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,910 | |||||
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19% | |||||
| (12) |
TYPE OF REPORTING PERSON
IA | |||||
| Schedule 13 G | PAGE 3 of 10 | |
| CUSIP No. G66964118 |
| (1) |
NAME OF REPORTING PERSON
Och-Ziff Holding Corporation | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,708,910 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,708,910 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,910 | |||||
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19% | |||||
| (12) |
TYPE OF REPORTING PERSON
CO | |||||
| Schedule 13 G | PAGE 4 of 10 | |
| CUSIP No. G66964118 |
| (1) |
NAME OF REPORTING PERSON
Och-Ziff Capital Management Group LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,708,910 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,708,910 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,910 | |||||
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19% | |||||
| (12) |
TYPE OF REPORTING PERSON
OO | |||||
| Schedule 13 G | PAGE 5 of 10 | |
| CUSIP No. G66964118 |
| (1) |
NAME OF REPORTING PERSON
Daniel S. Och | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,708,910 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,708,910 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,910 | |||||
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19% | |||||
| (12) |
TYPE OF REPORTING PERSON
IN | |||||
| Schedule 13 G | PAGE 6 of 10 | |
| CUSIP No. G66964118 |
| ITEM 1 | (a). |
NAME OF ISSUER: | ||||||||||
| Ocean Rig UDW Inc. |
||||||||||||
| ITEM 1 | (b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
3rd Floor Flagship Building Harbour Drive, Grand Cayman, Cayman Islands |
||||||||||
| ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP: | ||||||||||||
| This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: | ||||||||||||
| (i) | OZ Management LP (“OZ”), a Delaware limited partnership, is the principal investment manager to a number of investment funds and discretionary accounts (collectively, the “Accounts”). | |||||||||||
| (ii) | Och-Ziff Holding Corporation (“OZHC”), a Delaware corporation, serves as the general partner of OZ. The Shares reported in this Schedule 13G are held in the Accounts managed by OZ. | |||||||||||
| (iii) | Och-Ziff Capital Management Group LLC (“OZM”), a Delaware limited liability company, is a holding company that is the sole shareholder of OZHC. | |||||||||||
| (iv) | Daniel S. Och is the Chief Executive Officer of OZHC and an Executive Managing Director and Chairman of OZM. | |||||||||||
| The citizenship of each of OZ, OZHC, and OZM is set forth above. Daniel S. Och is a United States citizen. | ||||||||||||
| The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 39th Floor, New York, NY 10019. | ||||||||||||
| ITEM 2 | (d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| Class A common stock, $.01 par value per share. |
||||||||||||
| ITEM 2 | (e). |
CUSIP NUMBER: | ||||||||||
| G66964118 |
||||||||||||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) or 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | |||||||||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||||||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||||||||
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act; | ||||||||||
| (d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940; | ||||||||||
| (e) | ☐ | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ☐ | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ☐ | Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); | ||||||||||
| (h) | ☐ | Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||||
| (i) | ☐ | Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | ||||||||||
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||
| IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. ☒ | ||||||||||||
| Schedule 13 G | PAGE 7 of 10 | |
| CUSIP No. G66964118 |
| ITEM 4. | OWNERSHIP. | |||||||||
| OZ and OZ Management II LP (“OZII”) each serves as the principal investment manager to the Accounts. OZII is a wholly-owned subsidiary of OZ and, as such, OZ may be deemed to be the beneficial owner of Class A common stock, $.01 par value per share (the “Shares”) held in the Accounts managed by OZII. OZ is the sole member of Och-Ziff Holding II LLC (“OZHII”), the general partner of OZII. As a result, OZ has voting and dispositive authority over the Shares reported in this Schedule 13G. OZHC serves as the sole general partner of OZ. As such, OZHC may be deemed to control OZ and, therefore, may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. OZM is the sole shareholder of OZHC, and, for purposes of this Schedule 13G, may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. Mr. Daniel S. Och is an Executive Managing Director and Chairman of OZM and controls the vote on a majority of the outstanding shares of OZM. As such, for purposes of this Schedule 13G, he may be deemed to control such entity and, therefore, may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. | ||||||||||
|
The percentages used in this Item 4 are calculated based on 90,651,603 shares of Class A common stock, outstanding as of November 15, 2017 as reported in the Issuer’s Quarterly Report filed on November 15, 2017. Beneficial ownership information is presented as of February 12, 2018. | ||||||||||
| A. | OZ |
| (a) | Amount beneficially owned: |
4,708,910
| (b) | Percent of class: |
5.19%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
4,708,910
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
5.19%
| B. | OZHC |
| (a) | Amount beneficially owned: |
4,708,910
| (b) | Percent of class: |
5.19%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
4,708,910
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
5.19%
| Schedule 13 G | PAGE 8 of 10 | |
| CUSIP No. G66964118 |
| C. | OZM |
| (a) | Amount beneficially owned: |
4,708,910
| (b) | Percent of class: |
5.19%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
4,708,910
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
5.19%
| D. | Daniel S. Och |
| (a) | Amount beneficially owned: |
4,708,910
| (b) | Percent of class: |
5.19%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
4,708,910
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
5.19%
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
||||||||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |||||||||
| See Item 4. | ||||||||||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |||||||||
| Not applicable. | ||||||||||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |||||||||
| See Item 4. | ||||||||||
| Schedule 13 G | PAGE 9 of 10 | |
| CUSIP No. G66964118 |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |||||||||
| Not applicable. | ||||||||||
| ITEM 10. | CERTIFICATIONS. (if filing pursuant to Rule 13d-1(c)) | |||||||||
| Each of the Reporting Persons hereby make the following certification: |
||||||||||
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
||||||||||
| Schedule 13 G | PAGE 10 of 10 | |
| CUSIP No. G66964118 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 15, 2018
| OZ MANAGEMENT LP | ||||
| By: Och-Ziff Holding Corporation, its general partner | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
| Chief Executive Officer | ||||
|
OCH-ZIFF HOLDING CORPORATION | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
| Chief Executive Officer | ||||
|
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC | ||||
| By: | /s/ Robert S. Shafir | |||
| Robert S. Shafir | ||||
| Chief Executive Officer | ||||
|
DANIEL S. OCH | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||