SEC Form 4/A · accession 0000899243-17-002406
DigitalBridge Group, Inc. · DBRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David T Hamamoto
Officer — Executive Vice Chairman · Director
Period of report
Jan 10, 2017
Accepted (ET)
Feb 1, 2017 · 7:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001679688
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F4,F3 | Jan 10, 2017 | A | 2,732,065 | — | A | 2,732,065 | D |
Table II — derivative securities
No Table II lines on this filing.
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., NorthStar Realty Finance Corp. ("NRF"), Colony NorthStar, Inc. (formerly known as New Polaris Inc.) ("Colony NorthStar"), New Sirius Inc. ("New NRF"), NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC, at the effective time of the merger of NSAM into Colony NorthStar (the "Redomestication Merger"), each share of NSAM common stock converted into the right to receive one share of Colony NorthStar's class A common stock (continued....)
- F2(continued from Footnote 1) and at the effective time of the merger of New NRF into Colony NorthStar (the "NRF Merger," and together with the Redomestication Merger, the "Merger"), each share of New NRF common stock converted into the right to receive 1.0996 shares of Colony NorthStar's class A common stock.
- F3On the effective date of the Merger, the value of New NRF's common stock (based on the closing price of NRF's common stock) was $16.13 per share and the closing price of NSAM's common stock and 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.
- F4This Form 4/A is being filed (i) to correct the number of shares of Colony NorthStar's class A common stock held directly by the reporting person from 2,817,232 to 2,732,065 in order to reflect a final accounting of tax withholding reductions and fractional share rounding that occurred in accordance with the Merger and (ii) to file a corrected Power of Attorney.
Remarks
Exhibit List Exhibit 24 - Power of Attorney.