SEC Form 4 · accession 0001571049-15-008813
NorthStar Realty Europe Corp. · NRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judith A Hannaway
Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001646587
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | Nov 2, 2015 | A | 17,528 | A | — | — | Common Stock | 17,528 | 17,528 | D |
Explanation of responses
- F1"LTIP Units" are units of limited partnership interest structured as profits interests in NorthStar Realty Europe Limited Partnership ("NRELP"), NorthStar Realty Europe Corp.'s (the "Company") 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 NRELP, 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 the Company, one share of the Company's common stock.
- F2These LTIP Units were granted pursuant to the Company's 2015 Omnibus Stock Incentive Plan in connection with the reporting person's election to the Company's board of directors, and will vest in three substantially equal installments on each of November 2, 2016, 2017 and 2018, subject to continued service on the Company's board of directors and potential acceleration in certain circumstances. The amount of LTIP Units was determined by dividing the fixed grant value of $200,000 by the closing price of the Company's common stock on the New York Stock Exchange on the grant date.