DigitalBridge Group, Inc. — Director's Dealing 2020

Jul 10, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Colony Capital, Inc. (CLNY)
CIK: 0001679688
Period of Report: 2020-07-01

Reporting Person: Ganzi Marc C (Director, CEO & President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	48889	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LTIP Units	$		Class A Common Stock (10000000)		Direct
OP Units	$		Class A Common Stock (9434405)		Indirect

Footnotes

F1: Represents shares of restricted Class A Common Stock granted to the reporting person by Colony Capital, Inc. (the "Company"), which vest annually in three equal installments on March 15, 2021, March 15, 2022 and March 15, 2023.

F2: Represents long-term incentive units ("LTIP Units") issued by Colony Capital Operating Company, LLC (the "OP") to the reporting person on July 25, 2019 as a sign-on performance-based equity grant (the "Sign-On Award"). The LTIP Units are structured as profits interests in the OP. Following the date that the Sign-On Award vests, 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 the Company's Class A common stock, par value $0.01 (the "Class A common stock") or (2) at the option of the Company in its capacity as managing member of the OP, one share of Class A Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

F3: The LTIP Units will vest if the closing price of shares of Class A Common Stock is at or above $10.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the five-year period beginning on July 25, 2019. The Sign-On Award is generally conditioned on the reporting person's continued employment until the performance-based condition is satisfied.

F4: Represents OP Units issued by the OP in connection with the Company's acquisition of Digital Bridge Holdings, LLC on July 25, 2019 (the "Closing Date") from the reporting person. Subject to certain lock-up restrictions, each of the OP 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 Class A Common Stock or (2) at the option of the Company in its capacity as managing member of the OP, one share of Class A Common Stock. The right to redeem OP Units do not have expiration dates.

F5: 9,128,369 of the OP Units are subject to lock-up restrictions, which expire ratably on each of the first, second and third anniversaries of the Closing Date. The remaining 306,036 OP Units are subject to lock-up restrictions, which expire the third anniversary of the Closing Date.