SEC Form 4 · accession 0001571049-17-000354
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
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:40 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 10, 2017 | A | 56,690 | — | A | 896,363 | D | |
| Common StockF3 | Jan 10, 2017 | M | 27,881 | — | A | 924,244 | D | |
| Common Stock | Jan 10, 2017 | F | 149,161 | $16.02 | D | 775,083 | D | |
| Common StockF5 | Jan 10, 2017 | D | 775,083 | — | D | 0 | D |
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 UnitsF3 | — | Jan 10, 2017 | M | 27,881 | D | — | — | Common Stock | 27,881 | 46,943 | D |
| Performance Restricted Stock UnitsF6 | — | Jan 10, 2017 | D | 46,943 | D | — | — | Common Stock | 46,943 | 0 | D |
Explanation of responses
- F1Represents shares of common stock of NorthStar Realty Finance Corp. ("NRF"), par value $0.01 per share ("Common Stock"), that were issued or vested relating to the long-term performance based incentive compensation awards granted by NRF for 2015 and 2016 pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger (the "CLNS Merger") of New Sirius Inc. ("New NRF") into Colony NorthStar, Inc. ("CLNS") on January 10, 2017, which followed substantially concurrent reorganization transactions involving NRF (the "NRF Reorganization") pursuant to which NRF became a wholly owned subsidiary of New NRF, which had previously been a wholly owned subsidiary of NRF, and all of the outstanding shares of stock of NRF were converted into an equal number of shares of stock of New NRF. The remainder of these awards was forfeited.
- F2Includes 323,095 shares of Common Stock issued on January 10, 2017 in exchange for an equal number of LTIP Units of NorthStar Realty Finance Limited Partnership ("NRFLP"), when, as part of the NRF Reorganization, NRFLP merged with a wholly owned subsidiary of NRF, resulting in all outstanding LTIP Units in NRFLP becoming fully vested and converting into an equal number of shares of Common Stock.
- F3Represents the portion of the 2014 RSUs (as defined below) that vested and was settled pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of RSUs granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or LTIP Units of NRFLP, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement.
- F4Represents shares of Common Stock retained in order to satisfy tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person and the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnotes (1) and (3) above.
- F5Represents shares of common stock of New NRF that were disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of CLNS common stock at a ratio of one share of New NRF common stock for 1.0996 shares of CLNS common stock having a market value of $15.84 per share on the effective date of the CLNS Merger based on the reported closing sale price on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Common Stock were automatically converted into an equal number of shares of New NRF common stock pursuant to the NRF Reorganization.
- F6Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the NRF Reorganization and the CLNS Merger.