SEC Form 4 · accession 0001571049-16-010476
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Hamamoto
Officer — Executive Chairman of NSAM · Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 4, 2016 · 8:23 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 4, 2016 | M | 137,903 | — | A | 384,178 | D | |
| Common StockF4 | Jan 4, 2016 | F | 81,544 | $17.03 | D | 302,634 | D | |
| Common Stock | holding | — | — | — | 150,000 | I | By The David T. Hamamoto GRAT 2015-NRF | |
| Common Stock | holding | — | — | — | 56,997 | I | By The David T. Hamamoto GRAT I-2014-NRF | |
| Common Stock | holding | — | — | — | 3,261 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1,F2,F5 | — | Jan 4, 2016 | M | 137,904 | D | — | — | Common Stock | 137,903 | 0 | 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 2012. As a result of the spin-offs of NorthStar Asset Management Group Inc. ("NSAM") and NorthStar Realty Europe Corp. ("NRE") from NorthStar Realty Finance Corp. ("NRF") and as a result of the 1-for-2 reverse stock split of NRF that occurred on November 1, 2015, each RSU was adjusted to relate to one share of NRF common stock, two shares of NSAM common stock and one-third of a share of NRE 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 12% per year, compounded annually, for the period from January 1, 2012 through December 31, 2015.
- F2On January 4, 2016, 137,903 shares of Common Stock were issued in settlement of the RSUs described in footnote (1) above.
- F3Represents shares of Common Stock retained by NRF in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person.
- F4Excludes: (i) 516,711 LTIP Units; and (ii) 210,135 shares of NRF's common stock (or LTIP Units, to the extent available) to be issued to the extent performance conditions are met on RSUs previously issued by NRF. "LTIP Units" are units of limited partnership interest structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP"), NRF's 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 NRF, one share of NRF's common stock.
- F5Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015.