DigitalBridge Group, Inc. — Director's Dealing 2017

Jan 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colony NorthStar, Inc. (CLNS)
CIK: 0001679688
Period of Report: 2017-01-10

Reporting Person: HAMAMOTO DAVID T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-10	Class A Common Stock	A	2817232	—	Acquired	2817232	Direct
2017-01-10	Class A Common Stock	A	400000	—	Acquired	400000	Indirect
2017-01-10	Class A Common Stock	A	237559	—	Acquired	237559	Indirect
2017-01-10	Class A Common Stock	A	227619	—	Acquired	227619	Indirect
2017-01-10	Class A Common Stock	A	89956	—	Acquired	89956	Indirect
2017-01-10	Class A Common Stock	A	10108	—	Acquired	10108	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-10	OP Units	$	A	222235	Acquired		Class A Common Stock (222235)	Direct

Footnotes

F1: Pursuant to the terms of that certain 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. ("NSAM"), Colony Capital, Inc., NorthStar Realty Finance Corp. ("NRF"), 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, at the effective time of the merger of NSAM into Colony NorthStar (the "Redomestication Merger"), each share of NSAM common stock converted into the right to receive one share of Colony NorthStar's class A common stock (continued...)

F2: (continued from Footnote 1) and at the effective time of the merger of NRF into Colony NorthStar (the "NRF Merger," and together with the Redomestication Merger, the "Merger"), each share of NRF class A common stock converted into the right to receive 1.0996 shares of Colony NorthStar's class A common stock, subject to immaterial adjustments due to rounding and/or fractional shares.

F3: On the effective date of the Merger, the closing price of NRF's common stock was $16.13 per share and the closing price of NSAM's common stock and Colony NorthStar's class A common stock (as successor issuer of NSAM under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended) was $15.84 per share.

F4: Represents performance restricted stock units granted as long-term performance based incentive compensation pursuant to NRF's Executive Incentive Bonus Plan for 2013 that were converted in connection with the Merger into operating company units ("OP Units"), which represent units of membership interests in Colony Capital Operating Company, LLC (the "Operating Company"), of which Colony NorthStar is the managing member. The OP Units have the rights and preferences as set forth in the operating agreement of the Operating Company and are redeemable for shares of Class A Common Stock or cash at the discretion of Colony NorthStar. The OP Units do not have an expiration date.