SEC Form 5 · accession 0001571049-15-001156
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Hamamoto
Officer — Chairman and CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 4:46 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 StockF4 | Jun 30, 2014 | J | 29,975 | $0.00 | A | 1,004,333 | D | |
| Common StockF5 | Nov 26, 2014 | G | 282,777 | $0.00 | D | 721,556 | D | |
| Common Stock | Dec 18, 2014 | G | 15,125 | $0.00 | D | 706,431 | D | |
| Common Stock | holding | — | — | — | 378,787 | I | By The David T. Hamamoto GRAT I-2013 | |
| Common Stock | holding | — | — | — | 250,000 | I | By The David T. Hamamoto GRAT I-2014-NRF | |
| Common Stock | holding | — | — | — | 6,523 | I | By DTH Investment Holdings LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F6 | — | Jun 30, 2014 | D | 59,950 | D | — | — | Common Stock | 59,950 | 0 | D |
Explanation of responses
- F1Pursuant to the merger of Northstar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of NorthStar Realty Finance Corp. ("Old NRF"), with and into Old NRF on June 30, 2014, the LTIP Units (as defined below) held by the reporting person were converted into an equal number of shares of common stock of NRFC Sub-REIT Corp. ("Sub-REIT"). NRFLP ceased to exist as a separate entity following this merger and Old NRF subsequently merged with and into Sub-REIT with Sub-REIT as the successor (together with Old NRF prior to the merger, the "Company"). In the merger between Old NRF and Sub-REIT, all outstanding shares of Sub-REIT's common stock remained outstanding and Sub-REIT changed its name to NorthStar Realty Finance Corp. Shares of Sub-REIT's common stock into which the LTIP Units were converted remain subject to the same restrictions to which the LTIP Units were subject prior to their conversion.
- F2Represents units of limited partnership interest ("LTIP Units") structured as profits interests in NRFLP. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit was convertible, at the election of the holder, into one OP Unit in NRFLP. Each of the OP Units underlying these LTIP Units was redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one (1) share of Common Stock or (2) at the option of the Company in its capacity as general partner of NRFLP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units did not have expiration dates.
- F3The conversion of the LTIP Units into shares of Sub-REIT's common stock was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
- F4Reflects 1-for-2 reverse stock split that occurred on June 30, 2014 following the merger of NRFLP with and into Old NRF.
- F5Represents a gift made to a charitable donor-advised fund.
- F6These LTIP Units represent a portion of the 785,460 LTIP Units granted to the reporting person in January 2008 as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a three year vesting period beginning April 29, 2008. All 785,460 LTIP Units were fully vested as of January 29, 2011.