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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRACK THOMAS JR C/O COLONY FINANCIAL, INC. 2450 BROADWAY, 6TH FLOOR SANTA MONICA, CA 90404 |
X | Executive Chairman |
/s/ David A. Palame, as Attorney-in-fact | 11/15/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Colony Financial Manager, LLC (the "Manager") is the direct owner of the 5,989 reported securities. Colony Capital, LLC ("Colony Capital") is the managing member of the Manager, and Thomas J. Barrack, Jr. ("Mr. Barrack") is the sole managing member of Colony Capital. Accordingly, Mr. Barrack may be deemed to beneficially own all of the reported securities. This filing shall not be deemed an admission that Mr. Barrack is the beneficial owner of any securities beneficially owned by the Manager except to the extent of his pecuniary interest therein. The reported securities were acquired by the Manager as payment of an incentive fee pursuant to an amended and restated management agreement, dated as of November 7, 2011, by and among Colony Financial, Inc. (the "Issuer"), Colony Financial TRS, LLC and the Manager (the "Amended and Restated Management Agreement"). Mr. Barrack owns indirectly the remaining 69,075 shares of the Issuer's common stock through a family trust. |
(2) | Pursuant to the Amended and Restated Management Agreement, on November 11, 2011, the Manager acquired 287,500 shares of the Issuer's common stock as reimbursement for certain payments made by the Manager on the Issuer's behalf in connection with the Issuer's initial public offering (the "Reimbursement Transaction"). |
(3) | On November 11, 2011, the Manager distributed in the aggregate such 287,500 shares of the Issuer's common stock to various individuals, including the following officers of the Issuer: Mr. Barrack (though a family trust), Mark M. Hedstrom, Richard B. Saltzman, Ronald M. Sanders, Darren J. Tangen and Kevin P. Traenkle. |
(4) | The reported securities were acquired in connection with the Reimbursement Transaction. |