SEC Form 4 · accession 0001571049-17-000362
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
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:43 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,F3 | Jan 10, 2017 | D | 47,041 | — | D | 0 | D | |
| Series E Preferred StockF1,F4 | Jan 10, 2017 | D | 2,000 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 10, 2017, New Sirius Inc. ("New NRF") merged (the "CLNS Merger") with Colony NorthStar, Inc. ("CLNS"), which followed substantially concurrent reorganization transactions (the "NRF Reorganization") involving NorthStar Realty Finance Corp. ("NRF") 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 common stock, par value $0.01 per share, of NRF ("Common Stock") and Series E Preferred Stock of NRF were converted into an equal number of shares of common stock and Series E Preferred Stock, respectively, of New NRF.
- F2Includes 7,153 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.
- F3Disposed 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.
- F4Disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of Series E Preferred Stock of CLNS at a ratio of one share of New NRF Series E Preferred Stock for one share of CLNS Series E Preferred Stock having a market value of $25.95 per share on the effective date of the CLNS Merger based on the reported closing sale price of the Series E Preferred Stock of NRF on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Series E Preferred Stock were automatically converted into an equal number of shares of New NRF Series E Preferred Stock pursuant to the NRF Reorganization.