Hess Debra Ann Form 4 NorthStar Asset Management / DEBRA ANN HESS ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HESS DEBRA ANN

(Last) (First) (Middle)

C/O NORTHSTAR ASSET MGMT GROUP INC.

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NorthStar Asset Management Group Inc. [ NSAM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Performance Common Stock(1)(2)(3)	01/10/2017		M		123,183	D	$0	50,415	D
Performance Common Stock(1)(4)	01/10/2017		D		50,415	D	$0	0	D
Common Stock(5)	01/10/2017		M		123,183	A	$0	455,749	D
Common Stock(6)	01/10/2017		A		227,146	A	$0	682,895	D
Common Stock	01/10/2017		F(7)		259,085	D	$15.69	423,810	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. Performance Common Stock is substantially identical to shares of the NorthStar Asset Management Group Inc.'s Common Stock, except that it is not entitled to share in distributions declared with respect to Common Stock and it does not entitle holders to vote, except with respect to limited matters impacting the rights of the Performance Common Stock. Upon vesting, shares of Performance Common Stock automatically convert into shares of Common Stock and the reporting person is entitled to receive the distributions that would have been paid with respect to a share of Common Stock (for each share of Performance Common Stock that vests) on or after the date the shares of Performance Common Stock were initially issued.

2. Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award (each as defined below) that vested and was converted to shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger").

3. The "2014 Performance-Based LT Bonus" consists of shares of Performance Common Stock granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return ("TSR") from January 1, 2014 through December 31, 2017. The "Absolute TSR Spin-Off Award" consists of shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to absolute TSR from April 3, 2014 through April 2, 2018.

4. Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger.

5. Represents shares of Common Stock issued upon vesting and automatic conversion of shares of Performance Common Stock that vested as described in footnote (2) above.

6. Represents shares of Common Stock that were issued or vested pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger relating to the following awards: (i) the long-term performance based incentive compensation awards pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2015 and 2016 (the "2015 Performance-Based LT Bonus" and "2016 Performance-Based LT Bonus," respectively) and (ii) the shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to TSR relative to the Russell 2000 Index from April 3, 2014 through April 2, 2018 (the "Relative TSR Spin-Off Award"). The remainder of each of the 2015 Performance-Based LT Bonus, 2016 Performance-Based LT Bonus and Relative TSR Spin-Off Award was forfeited.

7. Represents shares of Common Stock retained by NSAM in order to satisfy its tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person and the issuance of shares of Common Stock to the reporting person upon conversion of shares of Performance Common Stock as described in footnotes (4) and (6) above.

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for Debra A. Hess	01/12/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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