SEC Form 4 · accession 0001571049-17-000144
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
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 7:22 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 | Dec 31, 2016 | F | 53,151 | $15.15 | D | 370,205 | D | |
| Common StockF2,F3 | Jan 4, 2017 | M | 97,898 | — | A | 468,103 | D | |
| Common Stock | Jan 4, 2017 | A | 161,178 | $0.00 | A | 629,281 | D | |
| Common Stock | Jan 4, 2017 | F | 77,138 | $16.20 | D | 552,143 | D | |
| Common Stock | holding | — | — | — | 207,002 | I | By The David T. Hamamoto GRAT 2016-NRF | |
| 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 UnitsF2,F3,F5,F1 | — | Jan 4, 2017 | M | 97,898 | D | — | — | Common Stock | 97,898 | 0 | D |
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 vesting of shares of Common Stock previously granted and held by the reporting person.
- F2As 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 2013. As a result of the spin-offs of NorthStar Asset Management Group Inc. ("NSAM") and NorthStar Realty Europe Corp. ("NRE") from 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, 2013 through December 31, 2016.
- F3On January 4, 2017, 97,898 shares of Common Stock were issued in settlement of the RSUs described in footnote (2) above.
- F4Represents 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 in settlement of the RSUs described in footnote (2) above and relating to shares of Common Stock granted to the reporting person in connection with long-term bonus for 2016.
- F5Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015.