Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2021

			DIGITALBRIDGE GROUP, INC.
			(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-37980

46-4591526

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

750 Park of Commerce Drive, Suite 210

Boca Raton, Florida 33487

(Address of Principal Executive Offices, Including Zip Code)

[phone]

(Registrant’s telephone number, including area code)

COLONY CAPITAL, INC.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value

DBRG

New York Stock Exchange

Preferred Stock, 7.50% Series G Cumulative Redeemable, $0.01 par value

DBRG.PRG

New York Stock Exchange

Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value

DBRG.PRH

New York Stock Exchange

Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value

DBRG.PRI

New York Stock Exchange

Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value

DBRG.PRJ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
			Emerging growth company			☐
			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 21, 2021, Colony Capital, Inc., a Maryland corporation (the “Company”), filed Articles of Amendment to its charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland, to change its name to “DigitalBridge Group, Inc.”, as previously announced. The Articles of Amendment became effective as of 4:00 p.m. Eastern Time on June 21, 2021. In addition, the Company amended and restated its bylaws (the “Amended and Restated Bylaws”), effective June 21, 2021, solely to reflect the name change.

In connection with the name change, effective on June 22, 2021, the Company’s trading symbols on the New York Stock Exchange changed from “CLNY” to “DBRG” for shares of the Company’s Class A common stock, and from “CLNY PRG”, “CLNY PRH”, “CLNY PRI” and “CLNY PRJ” to “DBRG PRG”, “DBRG PRH”, “DBRG PRI” and “DBRG PRJ”, respectively, for shares of the Company’s 7.50% Series G Cumulative Redeemable Perpetual Preferred Stock (the “Series G Preferred Stock”), 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock (the “Series H Preferred Stock”), 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock (the “Series I Preferred Stock”) and 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock (the “Series J Preferred Stock”), respectively. The new CUSIP number for the Company’s Class A common stock is 25401T 108 and the new CUSIP number for the Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock is 25401T 207, 25401T 504, 25401T 405 and 25401T 306, respectively.

The foregoing description of the Articles of Amendment and Amended and Restated Bylaws is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by, the Articles of Amendment and Amended and Restated Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Articles of Amendment to the Articles of Amendment and Restatement
3.2						Amended and Restated Bylaws
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			June 23, 2021			DIGITALBRIDGE GROUP, INC.
						By:			/s/ Jacky Wu
									Jacky Wu
									Executive Vice President and Chief Financial Officer