Sec Form 4 Filing - BARRACK THOMAS JR @ Colony Capital, Inc. - 2018-08-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARRACK THOMAS JR 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 (Last) (First) (Middle) C/O COLONY CAPITAL, INC.,, 515 S. FLOWER ST., 44TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2018 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,636,041 I By Family Trust Class B Common Stock 08/09/2018 A( 1 ) 39,699 A $ 0 747,867 I By Family Trust Class A Common Stock 08/09/2018 C 496,472 A 496,472 I See Footnote ( 8 ) Class A Common Stock 08/09/2018 J( 3 ) 496,472 D 0 I See Footnote ( 8 ) Class B Common Stock 08/09/2018 J( 4 ) 13,936 D $ 0 ( 4 ) 733,931 I By Family Trust Class A Common Stock 08/09/2018 J( 4 ) 13,936 A $ 0 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARRACK THOMAS JR C/O COLONY CAPITAL, INC., 515 S. FLOWER ST., 44TH FLOOR LOS ANGELES, CA90071 X Executive Chairman Signatures /s/ Jenny B. Neslin, as Attorney-in-fact 08/13/2018 Signature of Reporting Person Date

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

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).

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