SEC Form 4 · accession 0001123292-17-000118
DigitalBridge Group, Inc. · DBRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles W Schoenherr
Director
Period of report
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:44 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 | Jan 10, 2017 | A | 24,557 | — | A | 24,557 | D | |
| Class A Common StockF1,F2,F3 | Jan 10, 2017 | A | 6,047 | — | A | 6,047 | I | See footnote |
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., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC, at the effective time of the merger of NRF into Colony NorthStar ("Merger"), each share of NRF class A common stock converted into the right to receive 1.0996 shares of Colony NorthStar's class A common stock, subject to immaterial adjustments due to rounding and/or fractional shares.
- F2On the effective date of the Merger, the closing price of NRF's class A common stock was $16.13 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.
- F3The shares are held by a limited partnership of which the reporting person is a general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for purposes of Section 16 or for any other purpose.