SEC Form 4 · accession 0000899243-18-009477

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 2, 2018

Accepted (ET)

Apr 4, 2018 · 6:01 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,F6	Apr 2, 2018	C	629,449	—	A	2,222,287	I	See Footnote
Class A Common Stock^F2,F6	Apr 2, 2018	J	629,449	—	D	1,592,838	I	See Footnote
Class B Common Stock^F3	Apr 2, 2018	J	28,072	$0.00	D	708,168	I	By Family Trust
Class A Common Stock^F3	Apr 2, 2018	J	28,072	$0.00	A	1,620,910	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^F4,F5,F6	—	Apr 2, 2018	C	629,449	D	—	—	Class A Common Stock	629,449	25,507,137	I
OP Units^F4,F7,F6	—	Apr 2, 2018	D	367,093	D	—	—	Class A Common Stock	367,093	25,140,044	I

Explanation of responses

F1Represents the redemption by limited liability companies controlled by the reporting person (the "Holdcos") of common membership units ("OP Units") in Colony Capital Operating Company, LLC ("CCOC") for shares of the issuer's Class A Common Stock ("Class A Common Stock") pursuant to the terms of the OP Units described in Note 4 below. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
F2Represents the distribution by the Holdcos of the shares of Class A Common Stock described in Note 1 above to certain members of the Holdcos (other than the reporting person) who were allocated indirect interests in the OP Units redeemed for such shares of Class A Common Stock in connection with Colony Capital, Inc.'s management internalization in April 2015. 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 996,542 OP Units as reported in this Form, in accordance with the terms of the issuer's Class B Common Stock (the "Class B Common Stock"), 28,072 shares of Class B Common Stock were converted to shares of Class A Common Stock on a one-for-one basis.
F4Represents OP Units, which are redeemable at the election of the OP Unit holder for (1) cash equal to the market value of an equivalent number of shares of Class A Common Stock or (2) at the option of the issuer in its capacity as the managing member of CCOC, shares of Class A Common Stock on a one-for-one basis. The right to redeem OP Units does not have an expiration date.
F5The OP Units were redeemed for shares of Class A Common Stock pursuant to the terms of the OP Units described in Note 4 above.
F6The OP Units are held by the Holdcos. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
F7The OP Units were redeemed for cash pursuant to the terms of the OP Units described in Note 4 above.