SEC Form 4 · accession 0001571049-16-010471
NorthStar Asset Management Group Inc. · NSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel R Gilbert
Officer — Chief Inv. and Op. Officer
Period of report
Dec 31, 2015
Accepted (ET)
Jan 4, 2016 · 8:21 pm EST
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 Stock | Dec 31, 2015 | F | 75,086 | $11.97 | D | 866,899 | D | |
| Common StockF2,F3 | Jan 4, 2016 | M | 183,871 | — | A | 1,050,770 | D | |
| Common StockF5 | Jan 4, 2016 | F | 83,215 | $12.14 | D | 967,555 | 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 UnitsF2,F3,F6 | — | Jan 4, 2016 | M | 91,936 | D | — | — | Common Stock | 183,871 | 0 | D |
Explanation of responses
- F1Represents shares of Common Stock retained by NorthStar Asset Management Group Inc. ("NSAM") in order to satisfy its tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person.
- F2As previously disclosed in filings with the Securities and Exchange Commission, represents performance restricted stock units ("RSUs") granted as long-term performance based incentive compensation pursuant to NorthStar Realty Finance Corp.'s Executive Incentive Bonus Plan for 2012. As a result of the spin-offs of NSAM and NorthStar Realty Europe Corp. ("NRE") from NorthStar Realty Finance Corp. ("NRF") and as a result of the 1-for-2 reverse stock split of NRF that occurred on November 1, 2015, each RSU was adjusted to relate to one share of NRF common stock, two shares of NSAM common stock and one-third of a share of NRE common stock. The RSUs vested in full based on the achievement of the maximum performance hurdle initially established for the RSUs, which was total stockholder return in excess of 12% per year, compounded annually, for the period from January 1, 2012 through December 31, 2015.
- F3On January 4, 2016, 183,871 shares of Common Stock were issued in settlement of the RSUs described in footnote (2) above.
- F4Represents shares of Common Stock retained by NSAM in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnote (2) above.
- F5Excludes: (i) 380,545 LTIP Units; (ii) 130,532 shares of NSAM's common stock (or LTIP Units, to the extent available) to be issued to the extent performance conditions are met on RSUs previously issued by NRF and (iii) 1,056,073 shares of performance common stock issued pursuant to NSAM's 2014 Omnibus Stock Incentive Plan, which are subject to performance-based and time-based vesting conditions and continued employment. "LTIP Units" are units of limited partnership interest structured as profits interests in NSAM LP, NSAM's operating partnership. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one OP Unit in NSAM LP, which may then be redeemed for cash equal to the then fair market value of one share of common stock or, at the option of NSAM, one share of NSAM's common stock.
- F6Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015.