Ownership Submission
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 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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(Print or Type Responses)
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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
C/O COLONY CAPITAL, INC., 515 SOUTH FLOWER STREET, 44TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/04/2016
(Street)

LOS ANGELES, CA 90071		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/04/2016   C   526,443 A (1) 1,290,133 I See Footnote (1)
Class A Common Stock 04/04/2016   J   526,443 D (2) 763,690 I See Footnote (2)
Class B Common Stock 04/04/2016   J(3)   19,144 D $ 0 (3) 527,131 I By Family Trust
Class A Common Stock 04/04/2016   J(3)   19,144 A $ 0 (3) 782,834 I By Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (4) 04/04/2016   C     526,443   (4)   (4) Class A Common Stock 526,443 $ 0 18,866,314 I See footnote (5)
OP Units (6) 04/04/2016   D     153,150   (6)   (6) Class A Common Stock 153,150 $ 16.7 18,713,164 I See footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARRACK THOMAS JR
C/O COLONY CAPITAL, INC.
515 SOUTH FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071		   X   X   Executive Chairman  

Signatures

 /s/ David A. Palame, as Attorney-in-fact   04/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The acquisition represents the acquisition of shares of Class A Common Stock by the reporting person upon the redemption of OP units held by limited liability companies controlled by the reporting person. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities acquired except to the extent of his pecuniary interest therein.
(2) The disposition represents the disposition of shares of Class A Common Stock, received upon the redemption of OP units held by limited liability companies controlled by the reporting person, to members of the limited liability companies who were allocated indirect interests in the units in connection with the issuer's acquisition of substantially all of its former manager's real estate and investment management and business operations in April 2015. The OP Units were redeemed for an equal number of shares of the issuer's Class A Common Stock. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
(3) In connection with the redemption of 679,593 OP Units as reported in this Form, in accordance with the terms of the Class B Common Stock, 19,144 shares of Class B Common Stock were required to be converted to Class A Common Stock.
(4) The OP Units were redeemed for shares of Class A Common Stock, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.
(5) The OP Units are held by limited liability companies controlled by the reporting person. The reporting person disclaims beneficial ownership of the securities disposed of except to the extent of his pecuniary interest therein.
(6) The OP Units were redeemed for cash, at the discretion of the issuer, upon the request of limited liability companies controlled by the reporting person. The OP Units do not have expiration dates.

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