SEC Form 4 · accession 0000899243-17-009606

DigitalBridge Group, Inc. · DBRG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas Barrack Jr.

Officer — Executive Chairman · Director

Period of report

Apr 3, 2017

Accepted (ET)

Apr 5, 2017 · 9:15 pm EDT

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 Stock^F1	Apr 3, 2017	C	607,841	—	A	1,945,165	I	See Footnote
Class A Common Stock^F2	Apr 3, 2017	J	607,841	—	D	1,337,324	I	See Footnote
Class B Common Stock^F3	Apr 3, 2017	J	28,166	$0.00	D	741,874	I	By Family Trust
Class A Common Stock^F3	Apr 3, 2017	J	28,166	$0.00	A	1,365,490	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 Units^F5,F4	—	Apr 3, 2017	C	607,841	D	—	—	Class A Common Stock	607,841	26,728,630	I
OP Units^F5,F6	—	Apr 3, 2017	D	392,044	D	—	—	Class A Common Stock	392,044	26,336,586	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 999,885 OP Units as reported in this Form, in accordance with the terms of the Class B Common Stock, 28,166 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.