Barrack Thomas JR Form 4 DigitalBridge / THOMAS BARRACK JR ownership change

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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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 DIGITALBRIDGE GROUP, INC.,

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DigitalBridge Group, Inc. [ DBRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2021

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 B Common Stock	07/15/2021		J(1)		67,953	D	$0.00(1)	665,978	I	By Family Trust
Class A Common Stock	07/15/2021		J(1)		67,953	A	$0.00(1)	4,004,609	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(2)	(2)							(2)	(2)	Class A Common Stock	(2)		23,642,307	I	See footnote(3)
Deferred Stock(4)	(5)	07/15/2021		A		2,265		(5)	(5)	Class A Common Stock	2,265	$7.36	27,702	D

Explanation of Responses:

1. Pursuant to the terms of the issuer's Class B Common Stock (the "Class B Common Stock"), 67,953 shares of Class B Common Stock were converted to shares of the issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis.

2. 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.

3. The OP Units are held by the limited liability companies controlled by the reporting person (the "Holdcos"). The reporting person disclaims beneficial ownership of the OP Units held by the Holdcos except to the extent of his pecuniary interest therein.

4. Represents the receipt of deferred stock units ("Deferred Stock") granted by the issuer in respect of the reporting person's election to defer cash compensation payable in accordance with the issuer's non-executive director compensation policy.

5. Deferred Stock has no expiration date and is payable in Class A Common Stock after the reporting person's separation from service with the issuer.

Remarks:

	/s/ Ronald M. Sanders, as Attorney-in-fact	07/19/2021
	** 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).
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