| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NORTHSTAR REALTY FINANCE CORP. [ NRF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock(1) | 01/10/2017 | A | 86,136 | A | (1) | 1,154,990(2) | D | |||
| Common Stock | 01/10/2017 | M | 41,821 | A | (3) | 1,196,811 | D | |||
| Common Stock | 01/10/2017 | F(4) | 245,202 | D | $16.02 | 951,609 | D | |||
| Common Stock(5) | 01/10/2017 | D | 951,609 | D | (5) | 0 | D | |||
| Common Stock | 01/10/2017 | D | 207,002 | D | (5) | 0 | I | By the David T. Hamamoto GRAT 2016-NRF | ||
| Common Stock | 01/10/2017 | D | 81,808 | D | (5) | 0 | I | By the David T. Hamamoto GRAT 2015-NRF | ||
| Common Stock | 01/10/2017 | D | 3,261 | D | (5) | 0 | I | By DTH Investment Holdings LLC | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Restricted Stock Units(3) | (3) | 01/10/2017 | M | 41,821 | (3) | (3) | Common Stock | 41,821 | $0 | 70,416 | D | ||||
| Performance Restricted Stock Units(6) | (6) | 01/10/2017 | D | 70,416 | (6) | (6) | Common Stock | 70,416 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock of NorthStar Realty Finance Corp. ("NRF"), par value $0.01 per share ("Common Stock"), that were issued or vested relating to the long-term performance based incentive compensation awards granted by NRF for 2015 and 2016 pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger (the "CLNS Merger") of New Sirius Inc. ("New NRF") into Colony NorthStar, Inc. ("CLNS") on January 10, 2017, which followed substantially concurrent reorganization transactions involving NRF (the "NRF Reorganization") pursuant to which NRF became a wholly owned subsidiary of New NRF, which had previously been a wholly owned subsidiary of NRF, and all of the outstanding shares of stock of NRF were converted into an equal number of shares of stock of New NRF. The remainder of these awards was forfeited. |
| 2. Includes (i) 516,711 shares of Common Stock issued on January 10, 2017 in exchange for an equal number of LTIP Units of NorthStar Realty Finance Limited Partnership ("NRFLP"), when, as part of the NRF Reorganization, NRFLP merged with a wholly owned subsidiary of NRF, resulting in all outstanding LTIP Units in NRFLP becoming fully vested and converting into an equal number of shares of Common Stock, (ii) 56,997 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT I-2014-NRF and (iii) 68,192 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT 2015-NRF. |
| 3. Represents the portion of the 2014 RSUs (as defined below) that vested and was settled pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of RSUs 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 from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or LTIP Units of NRFLP, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement. |
| 4. Represents shares of Common Stock retained in order to satisfy 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 in settlement of the RSUs described in footnotes (1) and (3) above. |
| 5. Represents shares of common stock of New NRF that were disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of CLNS common stock at a ratio of one share of New NRF common stock for 1.0996 shares of CLNS common stock having a market value of $15.84 per share on the effective date of the CLNS Merger based on the reported closing sale price on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Common Stock were automatically converted into an equal number of shares of New NRF common stock pursuant to the NRF Reorganization. |
| 6. Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the NRF Reorganization and the CLNS Merger. |
| /s/ Ronald J. Lieberman, as Attorney-in-Fact for David T. Hamamoto | 01/12/2017 | |
| ** 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 Number. | ||
