Sec Form 3 Filing - Ganzi Marc C @ Colony Capital, Inc. - 2020-07-01

FORM 3 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 Ganzi Marc C 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) CEO & President (Last) (First) (Middle) C/O COLONY CAPITAL, INC.,, 515 SOUTH FLOWER STREET, 44TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2020 (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 48,889 ( 1 ) D

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 LTIP Units ( 2 ) ( 2 ) ( 3 ) ( 2 ) Class A Common Stock 10,000,000 D OP Units ( 4 ) ( 4 ) ( 5 ) ( 4 ) Class A Common Stock 9,434,405 I Held by MCG Analog LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ganzi Marc C C/O COLONY CAPITAL, INC., 515 SOUTH FLOWER STREET, 44TH FLOOR LOS ANGELES, CA90071 X CEO & President Signatures /s/ Jenny B. Neslin, as Attorney-in-Fact for Marc C. Ganzi 07/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted Class A Common Stock granted to the reporting person by Colony Capital, Inc. (the "Company"), which vest annually in three equal installments on March 15, 2021, March 15, 2022 and March 15, 2023. ( 2 )Represents long-term incentive units ("LTIP Units") issued by Colony Capital Operating Company, LLC (the "OP") to the reporting person on July 25, 2019 as a sign-on performance-based equity grant (the "Sign-On Award"). The LTIP Units are structured as profits interests in the OP. Following the date that the Sign-On Award vests, each LTIP Unit is convertible, at the election of the holder, into one common unit of membership interest in the OP ("OP Unit"). Each of the OP Units underlying these LTIP Units is redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one share of the Company's Class A common stock, par value $0.01 (the "Class A common stock") or (2) at the option of the Company in its capacity as managing member of the OP, one share of Class A Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. ( 3 )The LTIP Units will vest if the closing price of shares of Class A Common Stock is at or above $10.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the five-year period beginning on July 25, 2019. The Sign-On Award is generally conditioned on the reporting person's continued employment until the performance-based condition is satisfied. ( 4 )Represents OP Units issued by the OP in connection with the Company's acquisition of Digital Bridge Holdings, LLC on July 25, 2019 (the "Closing Date") from the reporting person. Subject to certain lock-up restrictions, each of the OP Units is redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one share of Class A Common Stock or (2) at the option of the Company in its capacity as managing member of the OP, one share of Class A Common Stock. The right to redeem OP Units do not have expiration dates. ( 5 )9,128,369 of the OP Units are subject to lock-up restrictions, which expire ratably on each of the first, second and third anniversaries of the Closing Date. The remaining 306,036 OP Units are subject to lock-up restrictions, which expire the third anniversary of the Closing Date.

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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