X0206 3 2015-04-02 0 0001467076 Colony Capital, Inc. CLNY 0001639708 COLONY CAPITAL HOLDINGS, LLC 2540 BROADWAY, 6TH FLOOR SANTA MONICA CA 90404 0 0 1 0 0001639705 COLONY CAPITAL, LLC 2450 BROADWAY, 6TH FLOOR SANTA MONICA CA 90404 0 0 1 0 OP Units Class A Common Stock 18399671 I By Colony Capital, LLC OP Units Class A Common Stock 1621859 I By CCH Management Partners I, LLC The OP Units are redeemable for shares of Class A Common Stock or cash at the discretion of the issuer. The OP Units do not have expiration dates. This Form 3 is being filed (a) by Colony Capital, LLC ("CC"), and (b) by Colony Capital Holdings, LLC ("CCH" and together with CC, the "Reporting Persons"), the sole member of CC. As the sole member and control person of CC, CCH may be deemed to be the indirect beneficial owner of the OP Units beneficially owned by CC. Thomas J. Barrack, Jr., the managing member of CCH, has already reported his beneficial ownership of these OP Units on his Form 4. The acquisition of OP Units represents consideration paid by the issuer in connection with its acquisition of substantially all of CC's real estate and investment management business and operations. Each of the Reporting Persons disclaims beneficial ownership of the OP Units reported herein except to the extent of such Reporting Person's pecuniary interest in such securities. /s/ Thomas J. Barrack, Jr., as managing member of Colony Capital Holdings, LLC 2015-04-16 /s/ Thomas J. Barrack, Jr., as managing member of Colony Capital Holdings, LLC, the sole member of Colony Capital, LLC 2015-04-16