Sec Form 4 Filing - Hedstrom Mark M. @ 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 Hedstrom Mark M. 2. Issuer Name and Ticker or Trading Symbol Colony Capital, Inc. [ CLNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O COLONY CAPITAL, INC.,, 515 SOUTH FLOWER STREET, 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

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 ( 1 ) ( 1 ) 08/09/2018 A 108,541 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 108,541 $ 0 2,412,315 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hedstrom Mark M. C/O COLONY CAPITAL, INC., 515 SOUTH FLOWER STREET, 44TH FLOOR LOS ANGELES, CA90071 Chief Operating Officer Signatures /s/ Jenny B. Neslin, as Attorney-in-fact 08/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common membership units ("OP Units") in Colony Capital Operating Company, LLC ("CCOC"), 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 the issuer's Class A Common Stock ("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. ( 2 )The OP Units were acquired in connection with contingent consideration paid in the issuer's predecessor's acquisition of substantially all of its former manager in April 2015, and were allocated to the reporting person. ( 3 )The OP Units are held by limited liability companies controlled by Thomas J. Barrack, Jr. (the "Holdcos"). The reporting person has the right, subject to certain conditions, to require the Holdcos from time to time to redeem the OP Units in accordance with Note 1 above and distribute to the reporting person the shares of Class A Common Stock or cash received upon such redemption.

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).

** 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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