SEC Form 4 · accession 0000899243-18-022216

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

Aug 9, 2018

Accepted (ET)

Aug 13, 2018 · 8:01 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	Aug 9, 2018	A	15,131	$0.00	A	1,636,041	I	By Family Trust
Class B Common Stock	Aug 9, 2018	A	39,699	$0.00	A	747,867	I	By Family Trust
Class A Common Stock^F2,F8	Aug 9, 2018	C	496,472	—	A	496,472	I	See Footnote
Class A Common Stock^F3,F8	Aug 9, 2018	J	496,472	—	D	0	I	See Footnote
Class B Common Stock^F4	Aug 9, 2018	J	13,936	$0.00	D	733,931	I	By Family Trust
Class A Common Stock^F4	Aug 9, 2018	J	13,936	$0.00	A	1,649,977	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,F6,F8	—	Aug 9, 2018	A	1,839,942	D	—	—	Class A Common Stock	1,839,942	26,979,986	I
OP Units^F5,F7,F8	—	Aug 9, 2018	C	496,472	D	—	—	Class A Common Stock	496,472	26,483,514	I
OP Units^F5,F9,F8	—	Aug 9, 2018	D	428,872	D	—	—	Class A Common Stock	428,872	26,054,642	I

Explanation of responses

F1Represents contingent consideration paid by the issuer in connection with its predecessor's acquisition of substantially all of its former manager in April 2015 (the "Internalization").
F2Represents 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 5 below. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
F3Represents the distribution by the Holdcos of the shares of Class A Common Stock described in Note 2 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 the Internalization. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
F4In connection with the redemption of 925,344 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"), 13,936 shares of Class B Common Stock were converted to shares of Class A Common Stock on a one-for-one basis.
F5Represents 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.
F6Represents contingent consideration paid by CCOC in connection with the Internalization.
F7The OP Units were redeemed for shares of Class A Common Stock pursuant to the terms of the OP Units described in Note 5 above.
F8The 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.
F9The OP Units were redeemed for cash pursuant to the terms of the OP Units described in Note 5 above.

Remarks

See Exhibit 24 - Power of Attorney