DigitalBridge Group, Inc. — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colony NorthStar, Inc. (CLNS)
CIK: 0001679688
Period of Report: 2017-01-30

Reporting Person: HAMAMOTO DAVID T (Director, Executive Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	LTIP Units	$	A	3506387	Acquired		Class A Common Stock (3506387)	Direct

Footnotes

F1: Represents LTIP Units issued by Colony Capital Operating Company, LLC (the "OP") to the reporting person as a replacement equity award in connection with the mergers contemplated by the Agreement and Plans of Merger, dated as of June 2, 2016 (as amended by the two separate letter agreements dated July 28, 2016 and October 16, 2016, respectively, the "Merger Agreement"), by and among NorthStar Asset Management Group Inc., Colony Capital, Inc., NorthStar Realty Finance Corp., Colony NorthStar, Inc. (formerly known as New Polaris Inc.) ("Colony NorthStar"), New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC, having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as set forth in the vesting agreement and the operating agreement of the OP.

F2: The LTIP Units vest on January 10, 2018. The rights to convert LTIP Units into OP Units (as defined below) and redeem OP Units do not have expiration dates. The reporting person also has the right to exchange LTIP Units for shares of restricted common stock at any time on or prior to October 9, 2017.

F3: The number of LTIP Units awarded to the reporting person is based on a price of $15 per share of Colony NorthStar Class A Common Stock.

F4: The LTIP Units are structured as profits interests in the OP. Each LTIP Unit is convertible, at the election of the holder, into one common unit of membership interest in the OP ("OP Unit"). Each of the OP Units underlying these LTIP Units is redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one share of Colony NorthStar Class A Common Stock or (2) at the option of Colony NorthStar in its capacity as managing member of the OP, one share of Colony NorthStar Class A Common Stock.