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