-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DcXXlah30p7fs5Fbw9hZywiXmAZGY1iKZFe731nnpQV6KIzBf7h6800o7oyoiqxH aQpY+K1ZEShCGRk40hrbzQ== 0001013594-11-000013.txt : 20110209 0001013594-11-000013.hdr.sgml : 20110209 20110209165121 ACCESSION NUMBER: 0001013594-11-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110207 FILED AS OF DATE: 20110209 DATE AS OF CHANGE: 20110209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Colony Financial, Inc. CENTRAL INDEX KEY: 0001467076 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270419483 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O COLONY FINANCIAL, INC. STREET 2: 2450 BROADWAY, 6TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-282-8820 MAIL ADDRESS: STREET 1: C/O COLONY FINANCIAL, INC. STREET 2: 2450 BROADWAY, 6TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587775 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR CAPITAL PARTNERS OFFSHORE LTD CENTRAL INDEX KEY: 0001356913 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587774 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 2127638000 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: LUXOR CAPITAL PARNTERS OFFSHORE LTD DATE OF NAME CHANGE: 20060321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Partners, LP CENTRAL INDEX KEY: 0001393021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587773 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR SPECTRUM OFFSHORE LTD CENTRAL INDEX KEY: 0001434200 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587770 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 GT CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 GT CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR SPECTRUM LLC CENTRAL INDEX KEY: 0001434201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587772 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Wavefront, LP CENTRAL INDEX KEY: 0001479129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34456 FILM NUMBER: 11587771 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 4 1 colonyfm4-020911_ex.xml FEBRUARY 9, 2011 X0303 4 2011-02-07 0 0001467076 Colony Financial, Inc. CLNY 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001356913 LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN E9 00000 CAYMAN ISLANDS 0 0 1 0 0001393021 Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001434201 LUXOR SPECTRUM LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001479129 Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001434200 LUXOR SPECTRUM OFFSHORE LTD C/O MAPLES CORPORATE SERVICES LTD P.O. BOX 309 GT GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Common Stock 2011-02-07 4 P 0 12621 20.4412 A 151924 I See Common Stock 2011-02-07 4 P 0 339 20.4140 A 152263 I See Common Stock 2011-02-07 4 P 0 2166 20.4478 A 154429 I See Common Stock 2011-02-07 4 P 0 500 20.4480 A 154929 I See Common Stock 2011-02-08 4 P 0 50386 20.5814 A 205315 I See Common Stock 2011-02-08 4 P 0 45471 20.7946 A 250786 I See Common Stock 2011-02-08 4 P 0 5018 20.5814 A 642098 D Common Stock 2011-02-08 4 P 0 4529 20.7946 A 646627 D Reflects the securities of the issuer held in accounts managed separately (the "Separately Managed Accounts") by Luxor Capital Group, LP ("Luxor Capital Group"). Reflects the securities of the issuer owned directly by Luxor Capital Partners, LP (the "Onshore Fund"). Luxor Capital Group acts as the investment manager of the Onshore Fund, Luxor Spectrum, LLC (the "Spectrum Onshore Fund"), Luxor Wavefront, LP (the "Wavefront Fund"), Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"), Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"), the Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund") and Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund") (collectively, the "Luxor Funds") and the Separately Managed Accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund and the managing member of the Spectrum Onshore Fund. Mr. Leone is the managing member of LCG Holdings. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. The Spectrum Onshore Fund directly owns 409 shares of common stock, the Wavefront Fund directly owns 277,722 shares, the Offshore Master Fund directly owns 990,290 shares and the Spectrum Offshore Master Fund directly owns 4,227 shares. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims beneficial ownership of the shares of common stock owned by the Luxor Funds and the Separately Managed Accounts, except to the extent of their or his pecuniary interest therein. Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2011-02-09 EX-99 2 colonyex99-020911.txt JOINT FILER INFORMATION Joint Filer Information Title of Security: Common Stock Issuer & Ticker Symbol: COLONY FINANCIAL, INC. (CLNY) Designated Filer: Luxor Capital Group, LP Other Joint Filers: Luxor Capital Partners, LP (the "Onshore Fund"); Luxor Spectrum, LLC (the "Spectrum Onshore Fund"); Luxor Wavefront, LP (the "Wavefront Fund"); Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"); Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"); Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund"); Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund"); Luxor Management, LLC ("Luxor Management"); LCG Holdings, LLC ("LCG Holdings"); and Christian Leone Addresses: The address of each of the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036. The address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund is c/o M&C Corporate Services Limited, P.O., Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Signatures: Dated: February 9, 2011 LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC, as General Partner By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: Luxor Capital Group, LP, as investment manager By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR SPECTRUM, LLC By: LCG Holdings, LLC, as Managing Member By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR SPECTRUM OFFSHORE, LTD. By: Luxor Capital Group, LP, as investment manager By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR WAVEFRONT, LP By: LCG Holdings, LLC, as General Partner By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP By: LCG Holdings, LLC, as General Partner By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR SPECTRUM OFFSHORE MASTER FUND, LP By: LCG Holdings, LLC, as General Partner By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC, as General Partner By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LCG HOLDINGS, LLC By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel LUXOR MANAGEMENT, LLC By: /s/ Norris Nissim ----------------- Norris Nissim, General Counsel /s/ Elena Cimador ------------------------------ Elena Cimador, as Attorney-in-Fact For Christian Leone POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena Cimador as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder. The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder. This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2006. /s/ Christian Leone - ------------------- Christian Leone ACKNOWLEDGEMENT IN NEW YORK STATE STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On January 20, 2006, before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/ Michael J. Sadler --------------------- Michael J. Sadler Notary Public [Notary Stamp and Seal] -----END PRIVACY-ENHANCED MESSAGE-----