NorthStar Realty Europe (NRE) Form 4 NorthStar Realty Europe / W D MINAMI 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^*

MINAMI W D

(Last) (First) (Middle)

C/O NORTHSTAR REALTY EUROPE CORP.

590 MADISON AVE., 34TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NorthStar Realty Europe Corp. [ NRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

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	09/30/2019		D(1)(2)		26,627	D	$17.01	0	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
Common Units(3)	(3)	09/30/2019		D(4)			2,383	(3)	(5)	Common Stock	2,383	$17.01	0	D
LTIP Units(6)	(6)	09/30/2019		D(7)			17,528	(6)	(5)	Common Stock	17,528	$17.01	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2019, by and among CoRE PANEURO 2019 13 S.a.r.l, Nighthawk Merger Sub LLC ("Company Merger Sub"), NorthStar Realty Europe Corp. ("NRE"), Nighthawk Partnership Merger Sub LLC ("Partnership Merger Sub") and NorthStar Realty Europe Limited Partnership ("NRELP"), on September 30, 2019, (i) NRE merged with and into Company Merger Sub, with Company Merger Sub surviving the merger (the "Company Merger") and (ii) NRELP merged with and into Partnership Merger Sub, with Partnership Merger Sub surviving the merger (the "Partnership Merger").

2. Reflects the disposition of each outstanding share of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement.

3. Represents common units of limited partnership interest ("Common Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each Common Unit was redeemable for cash equal to the then fair market value of one share of NRE Common Stock or, at the option of NRE, one share of NRE Common Stock.

4. Reflects the disposition of each issued and outstanding Common Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement

5. The Common Units and LTIP Units (as defined below) did not have an expiration date.

6. Represents units of limited partnership structured as profits interests ("LTIP Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each LTIP Unit was convertible into one Common Unit, which Common Unit could then be redeemed for cash equal to the then fair market value of one share of NRE Common Stock, or, at the option of NRE, one share of NRE Common Stock.

7. Reflects the disposition of each issued and outstanding LTIP Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement.

Remarks:

	/s/ Trevor K. Ross, as attorney-in-fact for Wesley D. Minami	09/30/2019
	** 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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