SEC Form 4 · accession 0001571049-17-000350
NorthStar Asset Management Group Inc. · NSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Hamamoto
Officer — Executive Chairman · Director
Period of report
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:39 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 |
|---|---|---|---|---|---|---|---|---|
| Performance Common StockF1,F2,F3 | Jan 10, 2017 | M | 307,457 | $0.00 | D | 575,719 | D | |
| Performance Common StockF1,F4 | Jan 10, 2017 | D | 575,719 | $0.00 | D | 0 | D | |
| Common StockF5,F8 | Jan 10, 2017 | M | 307,457 | $0.00 | A | 1,906,514 | D | |
| Common StockF6 | Jan 10, 2017 | A | 567,897 | $0.00 | A | 2,474,411 | D | |
| Common Stock | Jan 10, 2017 | F | 939,691 | $15.69 | D | 1,534,720 | D | |
| Common Stock | holding | — | — | — | 400,000 | I | By the David T. Hamamoto GRAT 2016-NSAM | |
| Common Stock | holding | — | — | — | 237,559 | I | By the David T. Hamamoto GRAT 2015-NSAM | |
| Common Stock | holding | — | — | — | 6,523 | I | By DTH Investment Holdings LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Performance Common Stock is substantially identical to shares of the NorthStar Asset Management Group Inc.'s Common Stock, except that it is not entitled to share in distributions declared with respect to Common Stock and it does not entitle holders to vote, except with respect to limited matters impacting the rights of the Performance Common Stock. Upon vesting, shares of Performance Common Stock automatically convert into shares of Common Stock and the reporting person is entitled to receive the distributions that would have been paid with respect to a share of Common Stock (for each share of Performance Common Stock that vests) on or after the date the shares of Performance Common Stock were initially issued.
- F2Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award (each as defined below) that vested and was converted to shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger").
- F3The "2014 Performance-Based LT Bonus" consists of shares of Performance Common Stock granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return ("TSR") from January 1, 2014 through December 31, 2017. The "Absolute TSR Spin-Off Award" consists of shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to absolute TSR from April 3, 2014 through April 2, 2018.
- F4Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger.
- F5Represents shares of Common Stock issued upon vesting and automatic conversion of shares of Performance Common Stock that vested as described in footnote (2) above.
- F6Represents shares of Common Stock that were issued or vested pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger relating to the following awards: (i) the long-term performance based incentive compensation awards pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2015 and 2016 (the "2015 Performance-Based LT Bonus" and "2016 Performance-Based LT Bonus," respectively) and (ii) the shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to TSR relative to the Russell 2000 Index from April 3, 2014 through April 2, 2018 (the "Relative TSR Spin-Off Award"). The remainder of each of the 2015 Performance-Based LT Bonus, 2016 Performance-Based LT Bonus and Relative TSR Spin-Off Award was forfeited.
- F7Represents shares of Common Stock retained by 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 and the issuance of shares of Common Stock to the reporting person upon conversion of shares of Performance Common Stock as described in footnotes (4) and (6) above.
- F8Includes (i) 99,321 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT 2014-NSAM and (ii) 162,441 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT 2015-NSAM.