DigitalBridge Group, Inc. 10-Q

Item 5. Other Information. On August 9, 2021, the Company amended the terms of the long-term incentive equity award granted to Jacky Wu on March 23, 2020 (the “CFO Sign-On Award”), to modify the three-year cliff vesting condition and provide that the shares will instead vest in three equal installments on August 15, 2021, March 23, 2022 and March 23, 2023. The same modification was made for the additional 180,337 restricted shares of the Company’s class A common stock granted to Mr. Wu on March 15, 2021 as a result of an administrative error in the issuance of the CFO Sign-On Award. In addition, on August 9, 2021, the Company granted Mr. Wu a new equity incentive award of 354,108 restricted shares of the Company’s class A Common stock which will vest in three equal annual installments following the date of grant, subject to satisfaction of the following conditions on or prior to March 31, 2022: (i) the completion of the disposition of the Company’s Wellness Infrastructure segment for net proceeds of at least $237.5 million after giving effect to any debt retained by the Company in the transaction and (ii) the completion of the disposition of a substantial majority of the Company's OED investments and its Other IM business for proceeds of at least $508.25 million. 78 Table of Contents Item 6. Exhibits. Exhibit Number Description 3.1 Articles of Amendment and Restatement of Colony NorthStar, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 10, 2017) 3.2 Articles of Amendment of DigitalBridge Group, Inc. (fka Colony Capital, Inc. and Colony NorthStar, Inc.) (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 23, 2021) 3.3 Amended and Restated Bylaws of DigitalBridge Group, Inc. (fka Colony Capital, Inc.) (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on June 23, 2021) 10.1 * Amendment No. 5 to the Third Amended and Restated Limited Liability Company Agreement of DigitalBridge Operating Company, LLC (fka Colony Capital Operating Company, LLC), dated as of July 1, 2021 10.2 † Employment Agreement, dated as of May 5, 2021 between Colony Capital, Inc. and Sonia Kim (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2021) 10.3 Termination Agreement, dated April 4, 2021, by and among Colony Credit Real Estate, Inc., Credit RE Operating Company, LLC, CLNC Manager, LLC, and solely for the purposes of Section 8.15 thereof, Colony Capital Investment Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2021) 10.4 Amended and Restated Stockholders Agreement, dated as of April 30, 2021, by and between Colony Credit Real Estate, Inc. and Colony Capital Operating Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2021) 10.5 Purchase Agreement, dated June 5, 2021, between Colony Capital Operating Company, LLC and CF Troy Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 10, 2021) 10.6 Sixth Amendment, dated as of May 20, 2021, among Colony Capital Operating Company, LLC, the Subsidiary Borrowers from time to time party thereto, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 26, 2021) 31.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Jacky Wu, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Jacky Wu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS** XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 104** Cover Page Interactive Data File __________ † Denotes a management contract or compensatory plan contract or arrangement. * Filed herewith. ** The document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *** Schedules and exhibits to such agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of such schedules and exhibits to the SEC upon request. Table of Contents 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 thereunto duly authorized. Dated: August 9, 2021 DigitalBridge Group, Inc. By: /s/ Marc C. Ganzi Marc C. Ganzi Chief Executive Officer and President (Principal Executive Officer) By: /s/ Jacky Wu Jacky Wu Chief Financial Officer (Principal Financial Officer) By: /s/ Sonia Kim Sonia Kim Chief Accounting Officer (Principal Accounting Officer)