0000899243-17-002409.txt : 20170201 0000899243-17-002409.hdr.sgml : 20170201 20170201191252 ACCESSION NUMBER: 0000899243-17-002409 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170130 FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Colony NorthStar, Inc. CENTRAL INDEX KEY: 0001679688 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 464591526 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 310-282-8820 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAMAMOTO DAVID T CENTRAL INDEX KEY: 0001139257 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37980 FILM NUMBER: 17566360 MAIL ADDRESS: STREET 1: C/O COLONY NORTHSTAR, INC. STREET 2: 515 S. FLOWER ST., 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-30 0 0001679688 Colony NorthStar, Inc. CLNS 0001139257 HAMAMOTO DAVID T C/O COLONY NORTHSTAR, INC. 515 S. FLOWER ST., 44TH FLOOR LOS ANGELES CA 90071 1 1 0 0 Executive Vice Chairman LTIP Units 2017-01-30 4 A 0 3506387 A Class A Common Stock 3506387 3506387 D Represents LTIP Units issued by Colony Capital Operating Company, LLC (the "OP") to the reporting person as a replacement equity award in connection with the mergers contemplated by the 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., Colony Capital, Inc., NorthStar Realty Finance Corp., 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, having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as set forth in the vesting agreement and the operating agreement of the OP. The LTIP Units vest on January 10, 2018. The rights to convert LTIP Units into OP Units (as defined below) and redeem OP Units do not have expiration dates. The reporting person also has the right to exchange LTIP Units for shares of restricted common stock at any time on or prior to October 9, 2017. The number of LTIP Units awarded to the reporting person is based on a price of $15 per share of Colony NorthStar Class A Common Stock. The LTIP Units are structured as profits interests in the OP. Each LTIP Unit is convertible, at the election of the holder, into one common unit of membership interest in the OP ("OP Unit"). Each of the OP Units underlying these LTIP Units is redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one share of Colony NorthStar Class A Common Stock or (2) at the option of Colony NorthStar in its capacity as managing member of the OP, one share of Colony NorthStar Class A Common Stock. /s/ David A. Palame, as Attorney-in-fact 2017-02-01