Filing Details

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CUSIP No.: 811246107

1	NAMES OF REPORTING PERSONS
	Rithm Capital Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,338,015
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			4,338,015
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,338,015
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Sculptor Capital Management, Inc., a Delaware corporation (the “Issuer”), and is being filed to amend the initial statement on Schedule 13D filed on October 13, 2023 (as amended, the “Schedule 13D”). Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On October 26, 2023, the Reporting Person, the Issuer, Capital LP, Advisors LP, Advisors II LP, Merger Sub Inc., Merger Sub I, Merger Sub II, and Merger Sub III, entered into Amendment No. 2 to the Merger Agreement (“Merger Agreement Amendment No. 2”), pursuant to which, among other things, the public merger consideration was increased from $12.00 per share of Class A Common Stock to $12.70 per share.

The foregoing description of Merger Agreement Amendment No. 2 is not complete and is subject to, and qualified in its entirety by reference to, the full text of Merger Agreement Amendment No. 2, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Reporting Person on October 27, 2023 and is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7.

Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

SIGNATURES

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

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