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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BARRACK THOMAS JR
(Last) (First) (Middle)
C/O COLONY CAPITAL, INC.,
515 S. FLOWER ST., 44TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Colony Capital, Inc. [ CLNY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/09/2018 A(1) 15,131 A $0.00 1,636,041 I By Family Trust
Class B Common Stock 08/09/2018 A(1) 39,699 A $0.00 747,867 I By Family Trust
Class A Common Stock 08/09/2018 C 496,472 A (2) 496,472 I See Footnote(8)
Class A Common Stock 08/09/2018 J(3) 496,472 D (3) 0 I See Footnote(8)
Class B Common Stock 08/09/2018 J(4) 13,936 D $0.00(4) 733,931 I By Family Trust
Class A Common Stock 08/09/2018 J(4) 13,936 A $0.00(4) 1,649,977 I By Family Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units(5) (5) 08/09/2018 A 1,839,942(6) (5) (5) Class A Common Stock 1,839,942 $0.00 26,979,986 I See footnote(8)
OP Units(5) (5) 08/09/2018 C 496,472(7) (5) (5) Class A Common Stock 496,472 $0.00 26,483,514 I See footnote(8)
OP Units(5) (5) 08/09/2018 D 428,872(9) (5) (5) Class A Common Stock 428,872 $6.09 26,054,642 I See footnote(8)
Explanation of Responses:
1. Represents contingent consideration paid by the issuer in connection with its predecessor's acquisition of substantially all of its former manager in April 2015 (the "Internalization").
2. Represents the redemption by limited liability companies controlled by the reporting person (the "Holdcos") of common membership units ("OP Units") in Colony Capital Operating Company, LLC ("CCOC") for shares of the issuer's Class A Common Stock ("Class A Common Stock") pursuant to the terms of the OP Units described in Note 5 below. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
3. Represents the distribution by the Holdcos of the shares of Class A Common Stock described in Note 2 above to certain members of the Holdcos (other than the reporting person) who were allocated indirect interests in the OP Units redeemed for such shares of Class A Common Stock in connection with the Internalization. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
4. In connection with the redemption of 925,344 OP Units as reported in this Form, in accordance with the terms of the issuer's Class B Common Stock (the "Class B Common Stock"), 13,936 shares of Class B Common Stock were converted to shares of Class A Common Stock on a one-for-one basis.
5. Represents OP Units, which are redeemable at the election of the OP Unit holder for (1) cash equal to the market value of an equivalent number of shares of Class A Common Stock or (2) at the option of the issuer in its capacity as the managing member of CCOC, shares of Class A Common Stock on a one-for-one basis. The right to redeem OP Units does not have an expiration date.
6. Represents contingent consideration paid by CCOC in connection with the Internalization.
7. The OP Units were redeemed for shares of Class A Common Stock pursuant to the terms of the OP Units described in Note 5 above.
8. The OP Units are held by the Holdcos. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
9. The OP Units were redeemed for cash pursuant to the terms of the OP Units described in Note 5 above.
Remarks:
See Exhibit 24 - Power of Attorney
/s/ Jenny B. Neslin, as Attorney-in-fact 08/13/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                 POWER OF ATTORNEY

   Know all by these presents that the undersigned hereby constitutes and
appoints each of Darren J. Tangen, Ronald M. Sanders and Jenny B. Neslin,
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

   (1) as necessary, prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

   (2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Colony Capital, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder, and any other forms or reports the
undersigned may be required to file in connection with the undersigned's
ownership, acquisition, or disposition of securities of the Company;

   (3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, or other form or report, and timely file such form with the SEC and any
stock exchange or similar authority; and

   (4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
and in the best interest of, or legally required by, the undersigned.

   The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, 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 the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless 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 this 13th day of August, 2018.

                    /s/ Thomas J. Barrack, Jr.
                    ----------------------------------------
                    Name: Thomas J. Barrack, Jr.