DigitalBridge Group, Inc. — Director's Dealing 2018

Aug 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colony Capital, Inc. (CLNY)
CIK: 0001679688
Period of Report: 2018-08-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Class A Common Stock	A	15131	$0.00	Acquired	1636041	Indirect
2018-08-09	Class B Common Stock	A	39699	$0.00	Acquired	747867	Indirect
2018-08-09	Class A Common Stock	C	496472	—	Acquired	496472	Indirect
2018-08-09	Class A Common Stock	J	496472	—	Disposed	0	Indirect
2018-08-09	Class B Common Stock	J	13936	$0.00	Disposed	733931	Indirect
2018-08-09	Class A Common Stock	J	13936	$0.00	Acquired	1649977	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-09	OP Units	$	A	1839942	Disposed		Class A Common Stock (1839942)	Indirect
2018-08-09	OP Units	$	C	496472	Disposed		Class A Common Stock (496472)	Indirect
2018-08-09	OP Units	$	D	428872	Disposed		Class A Common Stock (428872)	Indirect

Footnotes

F1: Represents contingent consideration paid by the issuer in connection with its predecessor's acquisition of substantially all of its former manager in April 2015 (the "Internalization").

F2: Represents the redemption by limited liability companies controlled by the reporting person (the "Holdcos") of common membership units ("OP Units") in Colony Capital Operating Company, LLC ("CCOC") for shares of the issuer's Class A Common Stock ("Class A Common Stock") pursuant to the terms of the OP Units described in Note 5 below. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.

F3: Represents the distribution by the Holdcos of the shares of Class A Common Stock described in Note 2 above to certain members of the Holdcos (other than the reporting person) who were allocated indirect interests in the OP Units redeemed for such shares of Class A Common Stock in connection with the Internalization. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.

F4: In connection with the redemption of 925,344 OP Units as reported in this Form, in accordance with the terms of the issuer's Class B Common Stock (the "Class B Common Stock"), 13,936 shares of Class B Common Stock were converted to shares of Class A Common Stock on a one-for-one basis.

F5: Represents OP Units, which are redeemable at the election of the OP Unit holder for (1) cash equal to the market value of an equivalent number of shares of Class A Common Stock or (2) at the option of the issuer in its capacity as the managing member of CCOC, shares of Class A Common Stock on a one-for-one basis. The right to redeem OP Units does not have an expiration date.

F6: Represents contingent consideration paid by CCOC in connection with the Internalization.

F7: The OP Units were redeemed for shares of Class A Common Stock pursuant to the terms of the OP Units described in Note 5 above.

F8: The OP Units are held by the Holdcos. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.

F9: The OP Units were redeemed for cash pursuant to the terms of the OP Units described in Note 5 above.