Daniel R Gilbert Form 4 NORTHSTAR REALTY FINANCE / Daniel R Gilbert 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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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^*

Gilbert Daniel R

(Last) (First) (Middle)

C/O NORTHSTAR REALTY FINANCE CORP.

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY FINANCE CORP. [ NRF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Inv. & Op. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016

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
Common Stock	12/31/2016		F(1)		32,736	D	$15.15	394,708	D
Common Stock	01/04/2017		M		65,266	A	(2)(3)	459,974	D
Common Stock	01/04/2017		A		103,620	A	$0	563,594	D
Common Stock	01/04/2017		F(4)		47,016	D	$16.2	516,578	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
Performance Restricted Stock Units(2)(3)	(2)(3)	01/04/2017		M			65,266(5)	(1)(2)	(1)(2)	Common Stock	65,266(5)	$0	0	D

Explanation of Responses:

1. Represents shares of Common Stock retained by NorthStar Realty Finance Corp. ("NRF") 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.

2. As previously disclosed in filings with the Securities and Exchange Commission, represents performance restricted stock units ("RSUs") granted as long-term performance based incentive compensation pursuant to NorthStar Realty Finance Corp.'s Executive Incentive Bonus Plan for 2013. As a result of the spin-offs of NorthStar Asset Management Group Inc. ("NSAM") and NorthStar Realty Europe Corp. ("NRE") from NRF and as a result of the 1-for-2 reverse stock split of NRF that occurred on November 1, 2015, each RSU was adjusted to relate to one share of NRF common stock, two shares of NSAM common stock and one-third of a share of NRE common stock. The RSUs vested in full based on the achievement of the maximum performance hurdle initially established for the RSUs, which was total stockholder return in excess of 12% per year, compounded annually, for the period from January 1, 2013 through December 31, 2016.

3. On January 4, 2017, 65,266 shares of Common Stock were issued in settlement of the RSUs described in footnote (2) above.

4. Represents shares of Common Stock retained by NRF in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnote (2) above and relating to shares of Common Stock granted to the reporting person in connection with long-term bonus for 2016.

5. Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015.

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for Daniel R. Gilbert	01/04/2017
	** 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).
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