SEC Form 4 · accession 0001571049-15-002632
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
Apr 2, 2015
Accepted (ET)
Apr 3, 2015 · 9:00 pm EDT
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 | Feb 26, 2015 | G | 304,073 | $0.00 | D | 0 | I | By The David T. Hamamoto GRAT I-2013 |
| Common StockF2,F3 | Apr 2, 2015 | S | 400,000 | $18.2215 | D | 381,145 | D | |
| 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
No Table II lines on this filing.
Explanation of responses
- F1The sales reported were effected pursuant to a 10b5-1 sales plan (the "10b5-1 Plan") previously adopted by the reporting person on December 23, 2014. No shares remain available for sale under the 10b5-1 Plan.
- F2Represents a weighted average price per share. These shares were sold in multiple transactions ranging from $18.12 to $18.36, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, NorthStar Realty Finance Corp. (the "Company") or a security holder of the Company, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Excludes: (i) 1,033,425 LTIP Units; and (ii) 696,078 shares of common stock (or LTIP Units, to the extent available) of the Company to be issued to the extent performance conditions are met on restricted stock units ("RSUs"). "LTIP Units" are units of limited partnership interest structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP"), the operating partnership of the Company. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one OP Unit in NRFLP, which may then be redeemed for cash equal to the then fair market value of one share of common stock or, at the option of the Company, one share of the Company's common stock.
- F4The reporting person previously held 378,787 shares of common stock in a grantor retained annuity trust. Upon termination of the trust on February 26, 2015, 304,073 shares of common stock were transferred to trusts for the benefit of the reporting person's adult children who do not share his household. The remaining 74,714 shares were distributed to the reporting person and are reported in this Form 4 as directly owned.