X0306 4 2019-03-14 0 0001679688 Colony Capital, Inc. CLNY 0001076343 BARRACK THOMAS JR C/O COLONY CAPITAL, INC., 515 S. FLOWER ST., 44TH FLOOR LOS ANGELES CA 90071 1 1 0 0 Executive Chairman & CEO 7.125% Series H Preferred Stock 2019-03-14 4 S 0 100000 21.80 D 150000 I By Managed Investment Vehicle Class A Common Stock 2019-03-15 4 F 0 48293 5.36 D 1547759 I By Family Trust Class A Common Stock 2019-03-15 4 A 0 549452 0.00 A 2097211 I By Family Trust Restricted Stock Units 2019-03-15 4 A 0 1315789 0.00 A Class A Common Stock 1315789 1315789 D The securities are held by an investment vehicle between and managed by (i) an investment fund sponsored and managed by affiliates of Colony Capital, Inc. (the "Company") and beneficially controlled by the reporting person through the general partner of such investment fund and (ii) a wholly-owned subsidiary of the Company's operating subsidiary, Colony Capital Operating Company, LLC. 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. The shares were withheld by the Company in satisfaction of withholding taxes incurred in connection with the vesting of certain shares of Class A common stock acquired through prior grants. Represents shares of restricted Class A Common Stock granted to the reporting person by the Company, which vest annually in three equal installments on March 16, 2020, March 15, 2021 and March 15, 2022. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's Class A common stock. Represents a target number of RSUs that may vest based on the achievement of the 30-day average trading price of the Company's Class A common stock (the "Stock Price") from the grant date through March 15, 2022 (the "Performance Cycle"). Subject to continued service, the RSUs will vest (i) at 25% of the target if the Stock Price at any time during the first year of the performance cycle is equal to or greater than $8.00, (ii) at 50% of the target if the Stock Price at any time during the first two years of the performance cycle is equal to or greater than $10.00, and (iii) at 100% of the target if the Stock Price at any time during the performance cycle is equal to or greater than $11.10. If earned, each RSU will be settled in shares of the Company's Class A common stock and in no event will the number of RSUs that vest exceed the target number of RSUs. The RSUs will expire and cease to exist following settlement. /s/ Jenny B. Neslin, as Attorney-in-fact 2019-03-18