FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 * Colony Capital, Inc. 2. Date of Event Requiring Statement (MM/DD/YYYY)
12/3/2018 

3. Issuer Name and Ticker or Trading Symbol Colony Credit Real Estate, Inc. [CLNC]
(Last)        (First)        (Middle)
515 SOUTH FLOWER STREET, 44TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)
(Street)
LOS ANGELES, CA 90071       
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ 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   461422   I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B-3 Common Stock     (2)   (2) Class A Common Stock   44399444.0     (2) I   See Footnote   (2)
OP Units   (3)   (3)   (3) Class A Common Stock   3075623.0     (3) I   See Footnote   (4)

Explanation of Responses:
(1)  NRF Holdco, LLC, a Delaware limited liability company ("Holdco"), is the direct owner of the shares of the Issuer's Class A Common Stock. Holdco is an indirect subsidiary of Colony Capital, Inc., a Maryland corporation ("CLNY"). CLNY may be deemed to beneficially own the shares of Class A Common Stock directly owned by Holdco.
(2)  Colony Capital Operating Company, LLC, a Delaware limited liability company ("CCOC"), is the direct owner of the shares of the Issuer's Class B-3 Common Stock. CCOC is a direct subsidiary and the operating company of CLNY. CLNY may be deemed to beneficially own the shares of Class B-3 Common Stock directly owned by CCOC. Each share of Class B-3 Common Stock will automatically convert into one share of Class A Common Stock upon the close of trading on February 1, 2019.
(3)  Represents units of limited liability company interest ("OP Units") in Credit RE Operating Company, LLC, the operating company of the Issuer. After January 31, 2019, the OP Units are redeemable for cash or, at the Issuer's election, shares of Class A Common Stock on a one-for-one basis.
(4)  NRF RED REIT Corp., a Maryland corporation ("RED REIT"), is the direct owner of the OP Units. RED REIT is an indirect subsidiary of CLNY. CLNY may be deemed to beneficially own the OP Units directly owned by RED REIT.

Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Colony Capital, Inc.
515 SOUTH FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071

X

Colony Capital Operating Company, LLC
515 SOUTH FLOWER ST., 44TH FLOOR
LOS ANGELES, CA 90071

X

NRF Holdco, LLC
515 SOUTH FLOWER ST., 44TH FLOOR
LOS ANGELES, CA 90071

X

NRF RED REIT Corp.
515 SOUTH FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071

X


Signatures
Colony Capital, Inc., By: /s/ Mark M. Hedstrom, Executive Vice President & Chief Operating Officer 12/13/2018
** Signature of Reporting Person Date
Colony Capital Operating Company, LLC, By: /s/ Mark M. Hedstrom, Vice President 12/13/2018
** Signature of Reporting Person Date
NRF Holdco, LLC, By: /s/ Mark M. Hedstrom, Vice President 12/13/2018
** Signature of Reporting Person Date
NRF RED REIT Corp., By: /s/ Mark M. Hedstrom, Vice President 12/13/2018
** 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 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 control number.
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