0001123292-17-000118.txt : 20170112 0001123292-17-000118.hdr.sgml : 20170112 20170112214427 ACCESSION NUMBER: 0001123292-17-000118 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 NorthStar, Inc. CENTRAL INDEX KEY: 0001679688 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 352563017 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schoenherr Charles W CENTRAL INDEX KEY: 0001497786 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37980 FILM NUMBER: 17526282 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 0001679688 Colony NorthStar, Inc. CLNS 0001497786 Schoenherr Charles W C/O COLONY NORTHSTAR, INC. 515 S. FLOWER ST., 44TH FLOOR LOS ANGLES CA 90071 1 0 0 0 Class A Common Stock 2017-01-10 4 A 0 24557 A 24557 D Class A Common Stock 2017-01-10 4 A 0 6047 A 6047 I See footnote 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., NorthStar Realty Finance Corp. ("NRF"), 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 NRF into Colony NorthStar ("Merger"), each share of NRF class A common stock converted into the right to receive 1.0996 shares of Colony NorthStar's class A common stock, subject to immaterial adjustments due to rounding and/or fractional shares. On the effective date of the Merger, the closing price of NRF's class A common stock was $16.13 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. The shares are held by a limited partnership of which the reporting person is a general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for purposes of Section 16 or for any other purpose. /s/ David A. Palame, as Attorney-in-fact 2017-01-12