SEC Form 4 · accession 0001571049-15-000029
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert Tylis
Officer — President
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 9:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001273801
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 1, 2015 | M | 93,155 | — | A | 465,138 | D | |
| Common Stock | Jan 1, 2015 | F | 44,006 | $17.58 | D | 421,132 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1,F2,F3 | — | Jan 1, 2015 | M | 188,112 | D | — | — | Common Stock | 188,112 | 0 | D |
| LTIP UnitsF4,F1,F2 | — | Jan 1, 2015 | M | 94,957 | A | — | — | Common Stock | 94,957 | 94,957 | D |
Explanation of responses
- F1As 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 2011. As a result of the spin-off of NorthStar Asset Management Group Inc. ("NSAM") from NorthStar Realty Finance Corp. ("NRF"), each RSU was adjusted to relate to one share of NRF common stock and one share of NSAM 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 20% per year, compounded annually, for the period from January 1, 2011 through December 31, 2014.
- F2On January 1, 2015, 93,155 shares of NRF common stock were issued in settlement of a portion of the RSUs. Pursuant to an election made by the reporting person, the remainder of the RSUs, to the extent such RSUs relate to shares of NRF common stock, will be settled in LTIP Units in an operating partnership subsidiary of NRF (the "OP"), subject to formation of such OP and the establishment of the terms of the LTIP Units. If the OP has not been formed prior to December 31, 2015, these RSUs will be settled in shares of NRF common stock.
- F3Reflects 1-for-2 reverse stock split of NRF that occurred on June 30, 2014.
- F4Represents the portion of the RSUs to be settled in LTIP Units in the OP, subject to formation of such OP and the establishment of the terms of the LTIP Units. The LTIP Units will be structured as profits interests in the OP. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit will be convertible, at the election of the holder, into one common unit of limited partnership interest in the OP ("OP Unit"). Each of the OP Units underlying these LTIP Units will be redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one (1) share of NRF common stock or (2) at the option of NRF in its capacity as general partner of the OP, one share of NRF common stock. The rights to convert LTIP Units into OP Units and redeem OP Units will not have expiration dates.
- F5Represents shares of NRF common stock retained by NRF in order to satisfy its tax withholding obligations arising as a result of the settlement of the RSUs.