| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/02/2015 |
3. Issuer Name and Ticker or Trading Symbol
Colony Capital, Inc. [ CLNY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| OP Units | (1) | (1) | Class A Common Stock | 18,399,671 | (1) | I | By Colony Capital, LLC(2)(3) |
| OP Units | (1) | (1) | Class A Common Stock | 1,621,859 | (1) | I | By CCH Management Partners I, LLC(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The OP Units are redeemable for shares of Class A Common Stock or cash at the discretion of the issuer. The OP Units do not have expiration dates. |
| 2. This Form 3 is being filed (a) by Colony Capital, LLC ("CC"), and (b) by Colony Capital Holdings, LLC ("CCH" and together with CC, the "Reporting Persons"), the sole member of CC. As the sole member and control person of CC, CCH may be deemed to be the indirect beneficial owner of the OP Units beneficially owned by CC. Thomas J. Barrack, Jr., the managing member of CCH, has already reported his beneficial ownership of these OP Units on his Form 4. The acquisition of OP Units represents consideration paid by the issuer in connection with its acquisition of substantially all of CC's real estate and investment management business and operations. |
| 3. Each of the Reporting Persons disclaims beneficial ownership of the OP Units reported herein except to the extent of such Reporting Person's pecuniary interest in such securities. |
| Remarks: |
| /s/ Thomas J. Barrack, Jr., as managing member of Colony Capital Holdings, LLC | 04/16/2015 | |
| /s/ Thomas J. Barrack, Jr., as managing member of Colony Capital Holdings, LLC, the sole member of Colony Capital, LLC | 04/16/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||