SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jenkins Benjamin J.

(Last)

(First)

(Middle)

C/O DIGITALBRIDGE GROUP, INC.,

750 PARK OF COMMERCE DRIVE, SUITE 210

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2022

3. Issuer Name and Ticker or Trading Symbol
DigitalBridge Group, Inc. [ DBRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CIO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	94,053⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,845,018	⁽²⁾	I	Held by BJJ Analog, LLC
OP Units⁽³⁾	⁽⁴⁾	⁽³⁾	Class A Common Stock	7,434,405	⁽³⁾	I	Held by BJJ Analog, LLC

Explanation of Responses:

1. Includes the following shares of restricted Class A Common Stock granted to the reporting person by DigitalBridge Group, Inc. (the "Company"): (i) 24,631 shares which vest in two equal installments on March 15, 2023 and March 15, 2024, and (ii) 62,069 shares which vest in three equal installments on March 15, 2023, March 15, 2024 and March 15, 2025.

2. Represents long-term incentive units ("LTIP Units") issued by DigitalBridge Operating Company, LLC (the "OP") to the reporting person. The LTIP Units are structured as profits interests in the OP. 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 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. Represents OP Units issued by the OP in connection with the Company's acquisition of Digital Bridge Holdings, LLC. 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. There is no expiration date on the right to redeem OP Units.

4. 3,348,827 of the OP Units are subject to lock-up restrictions, which expire on July 25, 2022.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Blake Clardy, as Attorney-in-fact	04/07/2022
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.