SEC Form SC 13G/A filed by DigitalBridge Group Inc. (Amendment)
$DBRG
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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DigitalBridge Group, Inc.
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(Name of Issuer)
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Class A common stock, par value $0.01
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(Title of Class of Securities)
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25401T108
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(CUSIP Number)
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November 7, 2022 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 25401T108
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13G
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1
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NAMES OF REPORTING PERSONS
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Wafra Strategic Holdings LP
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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15,785,759(1)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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15,785,759(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,785,759(1)
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Consists of (i) 14,435,399 shares of Class A common stock of the issuer, and (ii) 1,350,360 shares of Class A common stock of the issuer that may be acquired at this time upon the exercise of warrants to
acquire 6,690,000 shares of Class A common stock of the issuer, which warrants may not be exercised so as to cause the Reporting Persons to beneficially own more than 9.8% of the outstanding shares of Class A common stock of the issuer.
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CUSIP No. 25401T108
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13G
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1
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NAMES OF REPORTING PERSONS
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WSH GP LLC
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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15,785,759(1)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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15,785,759(1)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,785,759(1)
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Consists of (i) 14,435,399 shares of Class A common stock of the issuer, and (ii) 1,350,360 shares of Class A common stock of the issuer that may be acquired at
this time upon the exercise of warrants to acquire 6,690,000 shares of Class A common stock of the issuer, which warrants may not be exercised so as to cause the Reporting Persons to beneficially own more than 9.8% of the
outstanding shares of Class A common stock of the issuer.
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CUSIP No. 25401T108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
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Wafra Inc.
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
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SHARED VOTING POWER
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15,785,759(1)
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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|
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||
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15,785,759(1)
|
|
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,785,759(1)
|
|
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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||||
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(1)
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Consists of (i) 14,435,399 shares of Class A common stock of the issuer, and (ii) 1,350,360 shares of Class A common stock of the issuer that may be acquired at
this time upon the exercise of warrants to acquire 6,690,000 shares of Class A common stock of the issuer, which warrants may not be exercised so as to cause the Reporting Persons to beneficially own more than 9.8% of the
outstanding shares of Class A common stock of the issuer.
|
|
CUSIP No. 25401T108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Wafra Funds GP Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
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SEC USE ONLY
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||
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|||
|
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.8%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
|
(1)
|
Consists of (i) 14,435,399 shares of Class A common stock of the issuer, and (ii) 1,350,360 shares of Class A common stock of the issuer that may be acquired at
this time upon the exercise of warrants to acquire 6,690,000 shares of Class A common stock of the issuer, which warrants may not be exercised so as to cause the Reporting Persons to beneficially own more than 9.8% of the
outstanding shares of Class A common stock of the issuer.
|
|
CUSIP No. 25401T108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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The Public Institution of Social Security
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
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|
|||
|
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|
||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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Kuwait
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|
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|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,785,759(1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.8%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
EP
|
|
|
|||
|
|
|
||||
|
(1)
|
Consists of (i) 14,435,399 shares of Class A common stock of the issuer, and (ii) 1,350,360 shares of Class A common stock of the issuer that may be acquired
at this time upon the exercise of warrants to acquire 6,690,000 shares of Class A common stock of the issuer, which warrants may not be exercised so as to cause the Reporting Persons to beneficially own more than 9.8% of the
outstanding shares of Class A common stock of the issuer.
|
| Item 1. (a) |
Name of Issuer
|
DigitalBridge Group, Inc (the “Issuer”).
| Item 1. (b) |
Address of Issuer’s Principal Executive Offices
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750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487.
| Item 2. (a) |
Name of Person Filing |
This statement is filed on behalf of the following persons:
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(i)
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Wafra Strategic Holdings LP, a Bermuda limited partnership;
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(ii)
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WSH GP LLC, a Delaware limited liability company;
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(iii)
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Wafra Inc., a Delaware corporation;
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(iv)
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Wafra Funds GP Inc., a Delaware corporation (collectively, the “Wafra Reporting Persons”); and
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(v)
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The Public Institution of Social Security, a public pension plan that is indirectly owned and controlled by the government of the State of Kuwait (“PIFSS” and,
together with the Wafra Reporting Persons, the “Reporting Persons”).
|
| Item 2. (b). |
Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Wafra Reporting Person is:
345 Park Avenue, 41st Floor
New York, New York 10154-0101.
The address of the principal business office of PIFSS is:
AlMurqab, Al-Soor St, Ta’aminat Building,
Kuwait City 13104 Kuwait.
| Item 2. (c) |
Citizenship
|
The information in Item 4 on the cover pages to this Schedule 13G is hereby incorporated by reference.
| Item 2. (d) |
Title of Class of Securities
|
Class A common stock, par value $0.01 (“Common Stock”).
| Item 2. (e) |
CUSIP Number |
25401T108
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not Applicable.
| Item 4. |
Ownership |
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
The percentages used herein are calculated based upon 161,079,176 shares of Common Stock, which consists of (i) 159,728,816 shares of Common Stock outstanding as of October 31,
2022, as reported in the Issuer’s Quarterly Report on Form 10Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 7, 2022, and (ii) 1,350,360 shares of Common Stock issuable upon the exercise
of warrants of the Issuer.
The foregoing gives effect to the 4-to-1 reverse split of the Class A common stock of the issuer described in the Quarterly Report on Form 10-Q referred to above.
| Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
| Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. |
Notice of Dissolution of Group |
Not Applicable.
| Item 10. |
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 2022
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|
WAFRA STRATEGIC HOLDINGS LP
|
|||
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By:
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/s/ Fergus Healy | ||
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Name:
|
Fergus Healy
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Title:
|
Authorized Signatory
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WSH GP LLC
|
|||
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By:
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/s/ Fergus Healy | ||
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Name:
|
Fergus Healy
|
||
|
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Title:
|
Authorized Signatory
|
||
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WAFRA INC.
|
||||
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By:
|
/s/ Fergus Healy | ||
|
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Name:
|
Fergus Healy
|
||
|
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Title:
|
Authorized Signatory
|
||
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WAFRA FUNDS GP INC.
|
|||
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By:
|
/s/ Fergus Healy | ||
|
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Name:
|
Fergus Healy
|
||
|
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Title:
|
Authorized Signatory
|
||
|
|
THE PUBLIC INSTITUTION OF SOCIAL SECURITY
|
|||
|
|
By:
|
/s/ Ayman Bader Albuloushi
|
||
|
|
Name:
|
Dr. Ayman Bader Albuloushi
|
||
|
|
Title:
|
Deputy Director General
|
||