SEC Form 4 · accession 0001571049-16-010469
NorthStar Realty Europe Corp. · NRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Hamamoto
Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 4, 2016 · 8:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001646587
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 4, 2016 | M | 45,967 | — | A | 151,156 | D | |
| Common Stock | holding | — | — | — | 191,000 | I | By The David T. Hamamoto GRAT I-2015 | |
| Common Stock | holding | — | — | — | 1,087 | I | By DTH Investment Holdings LLC |
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 UnitsF1,F2,F4 | — | Jan 4, 2016 | M | 137,904 | D | — | — | Common Stock | 45,967 | 0 | D |
Explanation of responses
- F1As 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 NorthStar Asset Management Group Inc. ("NSAM") and NorthStar Realty Europe Corp. ("NRE") from NorthStar Realty Finance Corp. ("NRF"), 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.
- F2On January 4, 2016, 45,967 shares of Common Stock were issued in settlement of the RSUs described in footnote (1) above.
- F3Excludes: (i) 172,235 Common Units; and (ii) 70,044 shares of the Company's common stock to be issued to the extent performance conditions are met on restricted stock units previously issued by NorthStar Realty Finance Corp. "Common Units" are units of limited partnership interest in NorthStar Realty Europe Limited Partnership, the Company's operating partnership. Subject to minimum holding periods, each Common Unit may 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.
- F4Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015.