SEC Form 4 · accession 0001123292-16-002914
NorthStar Asset Management Group Inc. · NSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Michael S Dell
10% Owner
MSD CAPITAL L P
10% Owner
Orange Marlin Investments, L.P.
10% Owner
MSD Sparrowhawk, L.P.
10% Owner
Period of report
Oct 27, 2016
Accepted (ET)
Oct 31, 2016 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597503
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Oct 27, 2016 | X | 81,542 | $13.955 | A | 6,588,418 | I | See footnotes |
| Common StockF1,F2,F3,F4 | Oct 27, 2016 | J | 81,542 | $13.947 | D | 6,506,876 | I | See foonotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity SwapF1,F2,F3,F4 | $13.955 | Oct 27, 2016 | X | 1 | D | Nov 1, 2016 | Nov 1, 2016 | Common Stock | 81,542 | 0 | I |
Explanation of responses
- F1On October 27, 2016, an equity swap agreement existing among the reporting persons and a counterparty was cash settled pursuant to its contractual terms. The termination of the equity swap agreement and the reported acquisition of common stock therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
- F2This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Sparrowhawk, L.P. ("MSD Sparrowhawk") and Orange Marlin Invesments, L.P. ("Orange Marlin"). MSD Sparrowhawk is the record and direct beneficial owner of 1,397,832 shares of the Issuer's common stock reported herein. Orange Marlin is the record and direct beneficial owner of 5,109,044 shares of the Issuer's common stock reported herein. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote continued]
- F3[continuation] Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
- F4Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker may be deemed to be a member of a group with MSD Partners, L.P., MSD Torchlight Partners, L.P. and MSD Torchlight Partners (MM), L.P., with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.