SEC Form 3 · accession 0001679688-18-000059
Colony Credit Real Estate, Inc. · CLNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 3, 2018
Accepted (ET)
Dec 13, 2018 · 5:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001717547
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | holding | — | — | — | 461,422 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B-3 Common StockF2 | — | holding | — | — | — | — | — | Class A Common Stock | 44,399,444 | — | I |
| OP UnitsF3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 3,075,623 | — | I |
Explanation of responses
- F1NRF Holdco, LLC, a Delaware limited liability company ("Holdco"), is the direct owner of the shares of the Issuer's Class A Common Stock. Holdco is an indirect subsidiary of Colony Capital, Inc., a Maryland corporation ("CLNY"). CLNY may be deemed to beneficially own the shares of Class A Common Stock directly owned by Holdco.
- F2Colony Capital Operating Company, LLC, a Delaware limited liability company ("CCOC"), is the direct owner of the shares of the Issuer's Class B-3 Common Stock. CCOC is a direct subsidiary and the operating company of CLNY. CLNY may be deemed to beneficially own the shares of Class B-3 Common Stock directly owned by CCOC. Each share of Class B-3 Common Stock will automatically convert into one share of Class A Common Stock upon the close of trading on February 1, 2019.
- F3Represents units of limited liability company interest ("OP Units") in Credit RE Operating Company, LLC, the operating company of the Issuer. After January 31, 2019, the OP Units are redeemable for cash or, at the Issuer's election, shares of Class A Common Stock on a one-for-one basis.
- F4NRF RED REIT Corp., a Maryland corporation ("RED REIT"), is the direct owner of the OP Units. RED REIT is an indirect subsidiary of CLNY. CLNY may be deemed to beneficially own the OP Units directly owned by RED REIT.
Remarks
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.