(Amendment No. __)*
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
DigitalBridge Group, Inc.
|
(Name of Issuer)
Class A common stock, par value $0.01
|
(Title of Class of Securities)
(CUSIP Number)
(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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1
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NAMES OF REPORTING PERSONS
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Wafra Strategic Holdings LP
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
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(a)☐
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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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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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84,501,599(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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84,501,599(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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84,501,599(1)
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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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12.4%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
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(1)
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Consists of (i)
57,741,599 shares of Class A common stock of the issuer, and (ii)
26,760,000 shares of Class A common stock upon the exercise of
warrants of the issuer.
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1
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NAMES OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
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|
(a)☐
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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
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
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6
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SHARED VOTING POWER
|
|
|
|
84,501,599(1)
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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
|
|
|
|
84,501,599(1)
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
84,501,599(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)
|
|
|
|
12.4%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists of (i) 57,741,599 shares of Class A common stock of
the issuer, and (ii) 26,760,000 shares of Class A common stock upon
the exercise of warrants of the issuer.
|
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1
|
NAMES OF REPORTING PERSONS
|
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Wafra Inc.
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|
|
|
|
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2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
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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
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
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|
|
84,501,599(1)
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7
|
SOLE DISPOSITIVE POWER
|
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0
|
|
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|
|
|
|
8
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SHARED DISPOSITIVE POWER
|
|
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|
84,501,599(1)
|
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|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
84,501,599(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)
|
|
|
|
12.4%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
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|
CO
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(1)
|
Consists of (i) 57,741,599 shares of Class A common stock of
the issuer, and (ii) 26,760,000 shares of Class A common stock upon
the exercise of warrants of the issuer.
|
|
1
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NAMES OF REPORTING PERSONS
|
|
|
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Wafra Funds GP
Inc.
|
|
|
|
|
|
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2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
|
|
|
(a)☐
|
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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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|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
84,501,599(1)
|
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|
|
|
7
|
SOLE DISPOSITIVE POWER
|
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|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
84,501,599(1)
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
84,501,599(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)
|
|
|
|
12.4%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
(1)
|
Consists of (i) 57,741,599 shares of Class A common stock of
the issuer, and (ii) 26,760,000 shares of Class A common stock upon
the exercise of warrants of the issuer.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
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The Public
Institution of Social Security
|
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|
|
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|
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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Kuwait
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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
|
|
|
|
84,501,599(1)
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
84,501,599(1)
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
84,501,599(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)
|
|
|
|
12.4%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
EP
|
|
|
|
|
|
|
(1)
|
Consists of (i) 57,741,599 shares of Class A common stock of
the issuer, and (ii) 26,760,000 shares of Class A common stock upon
the exercise of warrants of the issuer.
|
Item 1. (a)
|
Name of Issuer
|
DigitalBridge
Group, Inc (the “Issuer”).
Item 1. (b)
|
Address of Issuer’s Principal Executive Offices
|
750
Park of Commerce Drive, Suite 210
Boca
Raton, Florida 33487.
Item 2. (a)
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Name of Person Filing |
This statement
is filed on behalf of the following persons:
|
(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).
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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.
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”).
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:
|
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 681,663,367
shares of Common Stock, which consists of (i) 597,161,768 shares of
Common Stock outstanding as of March 15, 2021, as reported in the
Issuer’s Schedule 14D, as filed with the Securities and Exchange
Commission on March 30, 2021, (ii) 57,741,599 shares of Common
Stock issued to the Reporting Issuers, and (iii) 26,760,000 shares
of Common Stock issuable upon the exercise of warrants of the
Issuer.
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
|
Not
Applicable.
Item 8.
|
Identification and Classification of Members of the
Group |
Not
Applicable.
Item 9.
|
Notice of Dissolution of Group |
Not
Applicable.
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: May 27,
2022
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WAFRA STRATEGIC HOLDINGS LP
|
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|
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By:
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/s/
Fergus Healy |
|
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Name:
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Fergus
Healy
|
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Title:
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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:
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Fergus
Healy
|
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Title:
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Authorized Signatory
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| |
WAFRA INC.
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By:
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/s/
Fergus Healy |
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Name:
|
Fergus
Healy
|
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Title:
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Authorized Signatory
|
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WAFRA FUNDS GP INC.
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By:
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/s/
Fergus Healy |
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Name:
|
Fergus
Healy
|
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Title:
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Authorized Signatory
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THE PUBLIC INSTITUTION OF SOCIAL SECURITY
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By:
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/s/ Ayman Bader Albuloushi
|
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Name:
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Dr. Ayman
Bader Albuloushi
|
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Title:
|
Deputy
Director General
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Exhibit A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G in respect of the Class A common stock, par
value $0.01, of DigitalBridge Group, Inc., is filed on behalf of
each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G may be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained herein or therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
EXECUTED: May 27, 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
|
|
|
|
Name:
|
Fergus
Healy
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
WAFRA FUNDS GP INC.
|
|
|
|
By:
|
/s/ Fergus Healy
|
|
|
|
Name:
|
Fergus
Healy
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
THE PUBLIC INSTITUTION OF SOCIAL SECURITY
|
|
|
|
By:
|
/s/ Ayman Bader Albuloushi
|
|
|
|
Name:
|
Dr. Ayman
Bader Albuloushi
|
|
|
|
Title:
|
Deputy
Director General
|
|
