SEC Form 4 · accession 0001571049-17-000365
NORTHSTAR REALTY FINANCE CORP. · NRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory Z Rush
Director
Period of report
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:44 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 | Jan 10, 2017 | M | 10,955 | — | A | 22,564 | D | |
| Common StockF1,F2 | Jan 10, 2017 | D | 22,564 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | — | Jan 10, 2017 | M | 10,955 | D | — | — | Common Stock | 10,955 | 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 upon the settlement of restricted stock units ("RSUs") that vested 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 Common Stock were converted into an equal number of shares of common stock of New NRF.
- F2Disposed 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.
- F3Represents RSUs that vested in connection with the CLNS Merger described in footnote (1) above that were subject to vesting in three equal installments on each of March 1, 2017, 2018 and 2019. Upon vesting, each RSU was to be settled in shares of Common Stock or in cash. The RSUs expired and ceased to exist following settlement.