SEC Form 4 · accession 0001571049-16-012213
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel R Gilbert
Officer — Chief Inv. & Op. Officer
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 4:32 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 Stock | Feb 24, 2016 | A | 253,916 | $0.00 | A | 460,180 | D | |
| Common StockF2 | Feb 24, 2016 | F | 32,736 | $10.31 | D | 427,444 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of Common Stock retained by NorthStar Realty Finance Corp. ("NRF") in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person.
- F2Excludes: (i) 323,095 LTIP Units; and (ii) 287,305 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.