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

1. Name and Address of Reporting Person *

Sanders Ronald M.
2. Issuer Name and Ticker or Trading Symbol

Colony NorthStar, Inc. [ CLNS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec. VP - CLO & Secretary
(Last)          (First)          (Middle)

C/O COLONY NORTHSTAR, INC.,, 515 SOUTH FLOWER STREET, 44TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

4/2/2018
(Street)

LOS ANGELES, CA 90071
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/2/2018     J    53138   A   (1) 482753   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   (2)   (2) 4/2/2018     J         53138   (3)     (2)   (2) Class A Common Stock   53138   $0.00   53139   I   See footnote   (4)
OP Units   (2)   (2) 4/2/2018     J         53139   (5)     (2)   (2) Class A Common Stock   53139   $5.71   0   I   See footnote   (4)

Explanation of Responses:
(1)  Represents the redemption by limited liability companies controlled by Thomas J. Barrack, Jr. (the "Holdcos") of common membership units ("OP Units") in Colony Capital Operating Company, LLC ("CCOC") allocable to the reporting person for shares of the issuer's Class A Common Stock ("Class A Common Stock") pursuant to the terms of the OP Units described in Note 2 below. Pursuant to the operating agreements of the Holdcos, the shares of Class A Common Stock received in connection with the redemption were distributed by the Holdcos to the reporting person.
(2)  Represents OP Units, which are redeemable at the election of the OP Unit holder for (1) cash equal to the market value of an equivalent number of shares of Class A Common Stock or (2) at the option of the issuer in its capacity as the managing member of CCOC, shares of Class A Common Stock on a one-for-one basis. The right to redeem OP Units does not have an expiration date.
(3)  The OP Units were redeemed for shares of Class A Common Stock pursuant to the terms of the OP Units described in Note 2 above.
(4)  The OP Units are allocated to the reporting person and held by the Holdcos.
(5)  The OP Units were redeemed for cash pursuant to the terms of the OP Units described in Note 2 above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sanders Ronald M.
C/O COLONY NORTHSTAR, INC.,
515 SOUTH FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071


Exec. VP - CLO & Secretary

Signatures
/s/ David A. Palame, as Attorney-in-fact 4/4/2018
** 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 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).
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 control number.
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