SEC Form 4 · accession 0001123292-17-000131
Colony Capital, Inc. · CLNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darren J. Tangen
Officer — Exec. Director - CFO
Period of report
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:47 pm EST
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,F2,F3 | Jan 10, 2017 | D | 283,589 | — | D | 0 | 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 | — | holding | — | — | — | — | — | Class A Common Stock | 248,179 | 248,179 | I |
Explanation of responses
- F1Pursuant 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. ("Colony"), NorthStar Realty Finance Corp., 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 Colony into Colony NorthStar ("Merger"), each share of Colony class A common stock converted into the right to receive 1.4663 shares of Colony NorthStar's class A common stock; which converted shares of Colony NorthStar class A common stock shall be timely reported in accordance with Section 16 of the Securities Exchnge Act of 1934, as amended. [footnote continued]
- F2[footnote continued] Total number of shares disposed includes 1,534 shares previously acquired by the Company's dividend reinvestment program.
- F3On the effective date of the Merger, the closing price of Colony's class A common stock was $21.52 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.
- F4The OP Units are redeemable for shares of Class A Common Stock or cash at the discretion of the Issuer. The OP Units do not have expiration dates.
- F5These units are held by LLCs controlled by Thomas J. Barrack, Jr. The amount represents the portion of the units allocated to the reporting person with respect to which the reporting person has the right to require from time to time the redemption thereof and distribution to the reporting person of the Class A common shares or cash received upon such redemption.