SEC Form 4 · accession 0001571049-15-004751
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W D Minami
Director
Period of report
May 28, 2015
Accepted (ET)
May 29, 2015 · 6:30 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | May 28, 2015 | A | 7,739 | A | — | — | Common Stock | 7,739 | 7,739 | D |
Explanation of responses
- F1"LTIP Units" are units of limited partnership interest structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP"), NorthStar Realty Finance Corp.'s (the "Company") operating partnership. 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.
- F2These LTIP Units were granted in connection with the reporting person's re-election to the Company's board of directors on May 27, 2015 pursuant to the Company's Second Amended and Restated 2004 Omnibus Stock Incentive Plan, and are immediately vested. The amount of LTIP Units was determined by dividing the fixed grant value of $140,000 by the closing price of the Company's common stock on the New York Stock Exchange on the grant date.