0001123292-17-000130.txt : 20170112
0001123292-17-000130.hdr.sgml : 20170112
20170112214701
ACCESSION NUMBER: 0001123292-17-000130
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170110
FILED AS OF DATE: 20170112
DATE AS OF CHANGE: 20170112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Colony Capital, 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 CAPITAL, INC.
STREET 2: 515 S. FLOWER ST., 44TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: 310-282-8820
MAIL ADDRESS:
STREET 1: C/O COLONY CAPITAL, INC.
STREET 2: 515 S. FLOWER ST., 44TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
FORMER COMPANY:
FORMER CONFORMED NAME: Colony Financial, Inc.
DATE OF NAME CHANGE: 20090625
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Somers John A.
CENTRAL INDEX KEY: 0001472325
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34456
FILM NUMBER: 17526294
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
edgar.xml
PRIMARY DOCUMENT
X0306
4
2017-01-10
1
0001467076
Colony Capital, Inc.
CLNY
0001472325
Somers John A.
C/O COLONY NORTHSTAR, INC.
515 S. FLOWER ST., 44TH FLOOR
LOS ANGELES
CA
90071
1
0
0
0
Class A Common Stock
2017-01-10
4
D
0
29298
D
0
D
Series A Preferred Stock
2017-01-10
4
D
0
500
D
0
D
Pursuant to the terms of that certain 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. ("NSAM"), Colony Capital, Inc. ("Colony"), 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, at the effective time of the merger of Colony into Colony NorthStar ("Merger"), each share of Colony class A common stock converted into the right to receive 1.4663 shares of Colony NorthStar's class A common stock; which converted shares of Colony NorthStar class A common stock shall be timely reported in accordance with Section 16 of the Securities Exchnge Act of 1934, as amended.
On the effective date of the Merger, the closing price of Colony's class A common stock was $21.52 per share, and the closing price of Colony NorthStar's class A common stock (as successor issuer of NSAM under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended) was $15.84 per share.
Pursuant to the Merger Agreement, each share of Colony series A preferred stock converted into the right to receive one share of the Colony NorthStar's 8.50% Series F Cumulative Redeemable Perpetual Preferred Stock having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividend, qualification and terms and conditions of redemption substantially similar to those of Colony's series A preferred stock.
/s/ David A. Palame, as Attorney-in-fact
2017-01-12