SEC Form 4 · accession 0001123292-16-002915
NorthStar Asset Management Group Inc. · NSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MSD Torchlight Partners, L.P.
10% Owner
MSD Partners, L.P.
10% Owner
MSD Torchlight Partners (MM), L.P.
10% Owner
Period of report
Oct 27, 2016
Accepted (ET)
Oct 31, 2016 · 7:01 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 | 193,941 | $13.955 | A | 12,967,514 | I | See footnote |
| Common StockF1,F2,F3,F4 | Oct 27, 2016 | J | 193,941 | $13.947 | D | 12,773,573 | I | See footnotes |
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 | — | Oct 27, 2016 | X | 1 | D | Nov 1, 2016 | Nov 1, 2016 | Common Stock | 193,941 | 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 Partners, L.P. ("MSD Partners"), MSD Torchlight Partners, L.P. ("MSD Torchlight") and MSD Torchlight Partners (MM), L.P. ("MSD Torchlight (MM)"). MSD Torchlight is the record and direct beneficial owner of the shares of the Issuer's common stock reported herein. MSD Torchlight (MM) is the record and direct beneficial owner of the derivative securities reported herein. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by MSD Torchlight and MSD Torchlight (MM). MSD Partners (GP), LLC ("MSD Partners (GP)") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. [footnote continued
- F3[continuation] Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Partners (GP) and may be deemed to beneficially own securities owned by MSD Partners (GP). Each of Messrs. 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. Fuhrman and Lisker may be deemed to be a member of a group 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. Fuhrman 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.