DigitalBridge Group, Inc. — Director's Dealing 2017

Apr 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colony NorthStar, Inc. (CLNS)
CIK: 0001679688
Period of Report: 2017-04-03

Reporting Person: BARRACK THOMAS JR (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-03	Class A Common Stock	C	607841	—	Acquired	1945165	Indirect
2017-04-03	Class A Common Stock	J	607841	—	Disposed	1337324	Indirect
2017-04-03	Class B Common Stock	J	28166	$0.00	Disposed	741874	Indirect
2017-04-03	Class A Common Stock	J	28166	$0.00	Acquired	1365490	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-03	OP Units	$	C	607841	Disposed		Class A Common Stock (607841)	Indirect
2017-04-03	OP Units	$	D	392044	Disposed		Class A Common Stock (392044)	Indirect

Footnotes

F1: The acquisition represents the acquisition of shares of Class A Common Stock by the reporting person upon the redemption of OP units held by limited liability companies controlled by the reporting person. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.

F2: The disposition represents the disposition of shares of Class A Common Stock, received upon the redemption of OP units held by limited liability companies controlled by the reporting person, to members of the limited liability companies who were allocated indirect interests in the units in connection with the issuer's acquisition of substantially all of its former manager's real estate and investment management and business operations in April 2015. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.

F3: In connection with the redemption of 999,885 OP Units as reported in this Form, in accordance with the terms of the Class B Common Stock, 28,166 shares of Class B Common Stock were required to be converted to Class A Common Stock.

F4: The OP Units were redeemed for shares of Class A Common Stock, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.

F5: The OP Units are held by limited liability companies controlled by the reporting person. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.

F6: The OP Units were redeemed for cash, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.