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: Schoenherr Charles W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-10	Class A Common Stock	A	24557	—	Acquired	24557	Direct
2017-01-10	Class A Common Stock	A	6047	—	Acquired	6047	Indirect

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 NRF into Colony NorthStar ("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.

F2: On the effective date of the Merger, the closing price of NRF's class A common stock was $16.13 per share, and the closing price of 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.

F3: The shares are held by a limited partnership of which the reporting person is a general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for purposes of Section 16 or for any other purpose.