SEC Form 4 · accession 0001123292-17-000143

DigitalBridge Group, Inc. · DBRG

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

Reporting owner

David T Hamamoto

Director · 10% Owner

Period of report

Jan 10, 2017

Accepted (ET)

Jan 12, 2017 · 9:51 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 Stock^F1,F2,F3	Jan 10, 2017	A	2,817,232	—	A	2,817,232	D
Class A Common Stock^F1,F2,F3	Jan 10, 2017	A	400,000	—	A	400,000	I	By the David T. Hamamoto GRAT 2016-NSAM
Class A Common Stock^F1,F2,F3	Jan 10, 2017	A	237,559	—	A	237,559	I	By the David T. Hamamoto GRAT 2015-NSAM
Class A Common Stock^F1,F2,F3	Jan 10, 2017	A	227,619	—	A	227,619	I	By the David T. Hamamoto GRAT 2016-NRF
Class A Common Stock^F1,F2,F3	Jan 10, 2017	A	89,956	—	A	89,956	I	By the David T. Hamamoto GRAT 2015-NRF
Class A Common Stock^F1,F2,F3	Jan 10, 2017	A	10,108	—	A	10,108	I	By DTH Investment Holdings LLC

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	—	Jan 10, 2017	A	222,235	A	—	—	Class A Common Stock	222,235	222,235	D

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 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 NRF into Colony NorthStar (the "NRF Merger," and together with the Redomestication Merger, the "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.
F3On the effective date of the Merger, 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.
F4Represents performance restricted stock units granted as long-term performance based incentive compensation pursuant to NRF's Executive Incentive Bonus Plan for 2013 that were converted in connection with the Merger into operating company units ("OP Units"), which represent units of membership interests in Colony Capital Operating Company, LLC (the "Operating Company"), of which Colony NorthStar is the managing member. The OP Units have the rights and preferences as set forth in the operating agreement of the Operating Company and are redeemable for shares of Class A Common Stock or cash at the discretion of Colony NorthStar. The OP Units do not have an expiration date.