SEC Form 4 · accession 0001415889-18-001534
NorthStar/RXR New York Metro Real Estate, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott H Rechler
Officer — EXECUTIVE CHAIRMAN · Director
Period of report
Oct 22, 2018
Accepted (ET)
Oct 22, 2018 · 5:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001603671
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 22, 2018 | J | 70,713 | $0.01 | D | 0 | I | See footnote (2) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20, 2018, by and between NorthStar/RXR New York Metro Real Estate, Inc. (the "Company"), CNI NS/RXR Advisors, LLC, the Company's advisor (the "Advisor"), CNI NS/RXR Advisors Merger Subsidiary, LLC, a wholly-owned subsidiary of the Advisor (the "Merger Sub"), and Colony Capital Investment Holdco, LLC, an affiliate of the Advisor, the Company merged with and into Merger Sub, with Merger Sub surviving (the "Merger"). Immediately prior to the Merger, any shares of the Company's common stock held by the Company's co-sponsors were voluntarily forfeited in exchange for $0.01 per share, which is the par value of such stock. The shares disposed of were held by a wholly-owned subsidiary of one of the Company's co-sponsors. See footnote 2.
- F2The amount listed includes shares held indirectly by RXR Properties Holdings LLC, which is a wholly-owned subsidiary of one of the Company's co-sponsors, RXR Realty LLC. The reporting person is the Chief Executive Officer and Chairman of the advisory board of RXR Realty LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.