SEC Form 4 · accession 0001123292-16-002050
Colony Capital, Inc. · CLNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Barrack Jr.
Officer — Executive Chairman · Director · 10% Owner
Period of report
Apr 4, 2016
Accepted (ET)
Apr 4, 2016 · 6:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001467076
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Apr 4, 2016 | C | 526,443 | — | A | 1,290,133 | I | See Footnote |
| Class A Common StockF2 | Apr 4, 2016 | J | 526,443 | — | D | 763,690 | I | See Footnote |
| Class B Common StockF3 | Apr 4, 2016 | J | 19,144 | $0.00 | D | 527,131 | I | By Family Trust |
| Class A Common StockF3 | Apr 4, 2016 | J | 19,144 | $0.00 | A | 782,834 | I | By Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF5,F4 | — | Apr 4, 2016 | C | 526,443 | D | — | — | Class A Common Stock | 526,443 | 18,866,314 | I |
| OP UnitsF5,F6 | — | Apr 4, 2016 | D | 153,150 | D | — | — | Class A Common Stock | 153,150 | 18,713,164 | I |
Explanation of responses
- F1The acquisition represents the acquisition of shares of Class A Common Stock by the reporting person upon the redemption of OP units held by limited liability companies controlled by the reporting person. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
- F2The disposition represents the disposition of shares of Class A Common Stock, received upon the redemption of OP units held by limited liability companies controlled by the reporting person, to members of the limited liability companies who were allocated indirect interests in the units in connection with the issuer's acquisition of substantially all of its former manager's real estate and investment management and business operations in April 2015. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
- F3In connection with the redemption of 679,593 OP Units as reported in this Form, in accordance with the terms of the Class B Common Stock, 19,144 shares of Class B Common Stock were required to be converted to Class A Common Stock.
- F4The OP Units were redeemed for shares of Class A Common Stock, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.
- F5The OP Units are held by limited liability companies controlled by the reporting person. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
- F6The OP Units were redeemed for cash, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.