* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
1 | Names of Reporting Persons COLONY CAPITAL, INC. | |||||
2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization MARYLAND | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 47,987,552(1) | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 47,987,552(1) | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 47,987,552(1) | |||||
12 | Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13 | Percent of Class Represented By Amount in Row (11) 36.5%(2) | |||||
14 | Type of Reporting Person (See Instructions) CO |
(1) | This amount includes (i) 44,911,929 shares of the Issuer’s Class A Common Stock, and (ii) 3,075,623 shares of the Issuer’s Class A Common Stock issuable upon the redemption of 3,075,623 OP Units. The number of shares of the Issuer’s Class A Common Stock that can be acquired upon the redemption of the OP Units has been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act for the purpose of the calculation. |
(2) | The calculation of the percentage is based on the sum of (i) 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form |
1 | Names of Reporting Persons COLONY CAPITAL OPERATING COMPANY, LLC | |||||
2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization DELAWARE | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 47,987,552(1) | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 47,987,552(1) | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 47,987,552(1) | |||||
12 | Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13 | Percent of Class Represented By Amount in Row (11) 36.5%(2) | |||||
14 | Type of Reporting Person (See Instructions) OO |
(1) | This amount includes (i) 44,911,929 shares of the Issuer’s Class A Common Stock, and (ii) 3,075,623 shares of the Issuer’s Class A Common Stock issuable upon the redemption of 3,075,623 OP Units. The number of shares of the Issuer’s Class A Common Stock that can be acquired upon the redemption of the OP Units has been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act for the purpose of the calculation. |
(2) | The calculation of the percentage is based on the sum of (i) 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form |
1 | Names of Reporting Persons NRF HOLDCO, LLC | |||||
2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization DELAWARE | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 3,537,045(1) | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 3,537,045(1) | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,537,045(1) | |||||
12 | Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13 | Percent of Class Represented By Amount in Row (11) 2.7%(2) | |||||
14 | Type of Reporting Person (See Instructions) OO |
(1) | This amount includes (i) 461,422 shares of the Issuer’s Class A Common Stock and (ii) 3,075,623 shares of the Issuer’s Class A Common Stock issuable upon the redemption of 3,075,623 OP Units. The number of shares of the Issuer’s Class A Common Stock that can be acquired upon the redemption of the OP Units has been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act for the purpose of the calculation. |
(2) | The calculation of the percentage is based on the sum of (i) 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form |
1 | Names of Reporting Persons NRF RED REIT CORP. | |||||
2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization MARYLAND | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 3,075,623(1) | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 3,075,623(1) | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,075,623(1) | |||||
12 | Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13 | Percent of Class Represented By Amount in Row (11) 2.3%(2) | |||||
14 | Type of Reporting Person (See Instructions) CO |
(1) | This amount includes 3,075,623 shares of the Issuer’s Class A Common Stock issuable upon the redemption of 3,075,623 OP Units. The number of shares of the Issuer’s Class A Common Stock that can be acquired upon the redemption of the OP Units has been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act for the purpose of the calculation. |
(2) | The calculation of the percentage is based on the sum of (i) 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019, and (ii) 3,075,623 OP Units owned by the Reporting Persons as of the date hereof. |
1 | Names of Reporting Persons CLNC MANAGER, LLC | |||||
2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐ | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||
6 | Citizenship or Place of Organization DELAWARE | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 51,063(1) | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 51,063(1) | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 51,063(1) | |||||
12 | Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13 | Percent of Class Represented By Amount in Row (11) 0.04%(2) | |||||
14 | Type of Reporting Person (See Instructions) IA |
(1) | This amount includes 51,063 shares of the Issuer’s Class A Common Stock. |
(2) | The calculation of the percentage is based on the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019. |
Item 2. | Identity and Background. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Reporting Person | Number of Shares Beneficially Owned (1) | Percentage of Outstanding Shares |
Colony Capital | 47,987,552(2) | 36.5%(4) |
NRF Holdco | 3,537,045(3) | 2.7%(4) |
RED REIT | 3,075,623(3) | 2.4% (4) |
CCOC | 47,987,552 (2) | 36.6%(4) |
Manager | 51,063 | 0.04%(5) |
Item 7. | Material to be Filed as Exhibits. |
Date: November 7, 2019 | CLNC MANAGER, LLC | |||||||
By: | /s/ Mark M. Hedstrom | |||||||
Name: | Mark M. Hedstrom | |||||||
Title: | Vice President | |||||||
NRF RED REIT CORP. | ||||||||
By: | /s/ Mark M. Hedstrom | |||||||
Name: | Mark M. Hedstrom | |||||||
Title: | Vice President | |||||||
NRF HOLDCO, LLC | ||||||||
By: | /s/ Mark M. Hedstrom | |||||||
Name: | Mark M. Hedstrom | |||||||
Title: | Vice President | |||||||
COLONY CAPITAL OPERATING COMPANY, LLC | ||||||||
By: | /s/ Mark M. Hedstrom | |||||||
Name: | Mark M. Hedstrom | |||||||
Title: | Vice President | |||||||
COLONY CAPITAL, INC. | ||||||||
By: | /s/ Mark M. Hedstrom | |||||||
Name: | Mark M. Hedstrom | |||||||
Title: | Executive Vice President, Chief Financial Officer and Chief Operating Officer |
Directors | Title/Principal Occupation | Shares Beneficially Owned | % of Shares Beneficially Owned1 | |||
Thomas J. Barrack, Jr. | Executive Chairman, Chief Executive Officer Colony Capital, Inc. | 195,863 | * | |||
Douglas Crocker II | Director, Colony Capital, Inc. Managing Partner DC Partners LLC | — | — | |||
Nancy A. Curtin | Director, Colony Capital, Inc. Chief Investment Officer and Head of Investments Close Brothers Asset Management | — | — | |||
Jon A. Fosheim | Director, Colony Capital, Inc. Private Investor | — | — | |||
Justin Metz | Director, Colony Capital, Inc. Managing Principal Related Companies | — | — | |||
George G. C. Parker | Director, Colony Capital, Inc. Professor Stanford University’s Graduate School of Business | — | — | |||
Charles W. Schoenherr | Director, Colony Capital, Inc. Managing Director Waypoint Residential, LLC | 12,836 | * | |||
John L. Steffens | Director, Colony Capital, Inc. Founder Spring Mountain Capital, LP | — | — | |||
John A. Somers | Director, Colony Capital, Inc. Private Investor | — | — | |||
Darren J. Tangen | President and Chief Financial Officer Colony Capital, Inc. | 65,759 | * | |||
Mark M. Hedstrom | Executive Vice President and Chief Operating Officer Colony Capital, Inc. | 58,353 | * | |||
Ronald M. Sanders | Executive Vice President and Chief Legal Officer and Secretary Colony Capital, Inc. | 46,899 | * | |||
Kevin P. Traenkle | Executive Vice President and Chief Investment Officer Colony Capital, Inc. | 174,877 | * | |||
Neale Redington | Chief Accounting Officer Colony Capital, Inc. | 45,086 | * | |||
1 | This percentage is based on the sum of (i) the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019 and (ii) any Shares that the director or executive officer has the right to acquire within 60 days through the exercise of any option, warrant, or right. | |
* | Less than 1%. |
Executive Officers | Title | Shares Beneficially Owned | % of Shares Beneficially Owned1 | |||
Thomas J. Barrack, Jr. | Chairman, Chief Executive Officer | 195,863 | * | |||
Darren J. Tangen | President | 65,759 | * | |||
Mark M. Hedstrom | Vice President, Treasurer | 58,353 | * | |||
Ronald M. Sanders | Vice President, Secretary | 46,899 | * | |||
Neale Redington | Vice President | 45,086 | * | |||
1 | This percentage is based on the sum of (i) the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019, and (ii) any Shares that the executive officer has the right to acquire within 60 days through the exercise of any option, warrant, or right. | |
* | Less than 1%. |
Executive Officers | Title | Shares Beneficially Owned | % of Shares Beneficially Owned1 | |||
Thomas J. Barrack, Jr. | Chairman, Chief Executive Officer | 195,863 | * | |||
Darren J. Tangen | President | 65,759 | * | |||
Mark M. Hedstrom | Vice President, Treasurer | 58,353 | * | |||
Ronald M. Sanders | Vice President, Secretary | 46,899 | * | |||
Neale Redington | Vice President | 45,086 | * | |||
1 | This percentage is based on the sum of (i) the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019, and (ii) any Shares that the executive officer has the right to acquire within 60 days through the exercise of any option, warrant, or right. | |
* | Less than 1%. |
Executive Officers | Title | Shares Beneficially Owned | % of Shares Beneficially Owned1 | |||
Thomas J. Barrack, Jr. | Chief Executive Officer | 195,863 | * | |||
Darren J. Tangen | Director, President | 65,759 | * | |||
Mark M. Hedstrom | Vice President, Treasurer | 58,353 | * | |||
Ronald M. Sanders | Vice President, Secretary | 46,899 | * | |||
Neale Redington | Vice President | 45,086 | * | |||
1 | This percentage is based on the sum of (i) the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019, and (ii) any Shares that the director or executive officer has the right to acquire within 60 days through the exercise of any option, warrant, or right. | |
* | Less than 1%. |
Executive Officers | Title | Shares Beneficially Owned | % of Shares Beneficially Owned1 | |||
Thomas J. Barrack, Jr. | Chief Executive Officer | 195,863 | * | |||
Darren J. Tangen | Director, President | 65,759 | * | |||
Mark M. Hedstrom | Vice President, Treasurer | 58,353 | * | |||
Ronald M. Sanders | Vice President, Secretary | 46,899 | * | |||
1 | This percentage is based on the sum of (i) the 128,540,053 shares of the Issuer’s Class A Common Stock issued and outstanding as of October 10, 2019, as reported in the Issuer’s Registration Statement on Form S-3ASR, filed with the SEC on October 11, 2019, and (ii) any Shares that the director or executive officer has the right to acquire within 60 days through the exercise of any option, warrant, or right. | |
* | Less than 1%. |
CLNC MANAGER, LLC | ||
By: | /s/ Mark M. Hedstrom | |
Name: | Mark M. Hedstrom | |
Title: | Vice President | |
NRF RED REIT CORP. | ||
By: | /s/ Mark M. Hedstrom | |
Name: | Mark M. Hedstrom | |
Title: | Vice President | |
NRF HOLDCO, LLC | ||
By: | /s/ Mark M. Hedstrom | |
Name: | Mark M. Hedstrom | |
Title: | Vice President | |
COLONY CAPITAL OPERATING COMPANY, LLC | ||
By: | /s/ Mark M. Hedstrom | |
Name: | Mark M. Hedstrom | |
Title: | Vice President | |
COLONY CAPITAL, INC. | ||
By: | /s/ Mark M. Hedstrom | |
Name: | Mark M. Hedstrom | |
Title: | Executive Vice President, Chief Financial Officer and Chief Operating Officer |
Colony Capital, Inc. 515 South Flower Street, 44th Floor, Los Angeles CA 90071 P 310.282.8820 | www.clny.com | NYSE: CLNY |
Sincerely, |
/s/ Thomas J. Barrack, Jr. |
Thomas J. Barrack, Jr. |