SEC Form 4 · accession 0001571049-15-001513
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
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001273801
Table I — non-derivative securities
No Table I lines on this filing.
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 | — | Feb 25, 2015 | A | 224,474 | A | — | — | Common Stock | 224,474 | 224,474 | D |
| Deferred LTIP UnitsF2,F3,F4 | — | Feb 25, 2015 | A | 398,469 | A | — | — | Common Stock | 398,469 | 398,469 | D |
Explanation of responses
- F1These performance restricted stock units ("RSUs") were granted as long-term performance-based incentive compensation pursuant to the Executive Incentive Bonus Plan for 2014 (the "2014 Plan") of NorthStar Asset Management Group, Inc. ("NSAM"). The RSUs will vest in full as of December 31, 2017, if the total stockholder return from January 1, 2014 through December 31, 2017, equals or exceeds 12% per year, compounded annually, and vest in part if the total stockholder return during this period is equal to 6% per year, compounded annually, or greater. If earned, each RSU will be settled in shares of Common Stock of NorthStar Realty Finance Corp. (the "Company") or units of limited partnership interest structured as profits interests in the operating partnership (the "OP") of the Company ("LTIP Units"), if available, otherwise in cash. These RSUs will expire and cease to exist following settlement.
- F2Deferred LTIP Units are equity awards representing the right to receive either LTIP Units or, if LTIP Units are not available upon settlement of the award, shares of Common Stock. All Deferred LTIP Units are to be settled on March 15, 2015 in an equal number of LTIP Units, which will remain subject to the same vesting terms as the Deferred LTIP Units. If LTIP Units are not available as of March 15, 2015, (1) the then vested LTIP Units will be settled in an equal number of shares of Common Stock on March 15, 2015, or, if sufficient shares are not available under the Company's equity plan, in cash and (2) any then unvested Deferred LTIP Units will remain outstanding and will be settled upon vesting. Any settlement of Deferred LTIP Units after March 15, 2015, will be in (1) an equal number of either LTIP Units, if available, or shares of Common Stock or (2) in cash, if shares of Common Stock are unavailable. Deferred LTIP Units will expire and cease to exist following settlement.
- F3Represents Deferred LTIP Units granted as long-term performance based incentive compensation pursuant to the 2014 Plan. The Deferred LTIP Units vested 25% on December 31, 2014, with the remaining 75% vesting in three equal installments on each of December 31, 2015, 2016 and 2017, subject to continued employment through such dates and potential acceleration in certain circumstances.
- F4The LTIP Units issued upon settlement of the Deferred LTIP Units, if any, 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 Common Stock or (2) at the option of the Company in its capacity as general partner of the OP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units will not have expiration dates.