SEC Form 4 · accession 0001571049-17-000373
NorthStar Realty Europe Corp. · NRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert Tylis
Director
Period of report
Jan 10, 2017
Accepted (ET)
Jan 12, 2017 · 9:54 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 | Jan 10, 2017 | A | 20,958 | — | A | 437,560 | D | |
| Common StockF2 | Jan 10, 2017 | M | 9,293 | — | A | 446,853 | D | |
| Common Stock | Jan 10, 2017 | F | 125,812 | $12.44 | D | 321,041 | 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 | — | Jan 10, 2017 | M | 27,879 | D | — | — | Common Stock | 9,293 | 46,946 | D |
| Performance Restricted Stock UnitsF3,F5 | — | Jan 10, 2017 | D | 46,946 | D | — | — | Common Stock | 15,648 | 0 | D |
Explanation of responses
- F1Represents 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 merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger") relating the long-term performance based incentive compensation awards granted by NorthStar Realty Europe Corp. ("NRE") for 2015 and 2016. The remainder of these awards was forfeited.
- F2Represents the portion of the 2014 RSUs (as defined below) that vested and was settled in shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of restricted stock units 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 from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or units of limited partnership interest structured as profits interests in the operating partnership of NRE, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement.
- F3As a result of the spin-off of NRE from NorthStar Realty Finance Corp. ("NRF") and subsequent reverse stock split of NRF, each 2014 RSU was adjusted to relate to one share of NRF common stock and one-third of a share of NRE common stock.
- F4Represents shares of Common Stock retained by NRE in order to satisfy 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 in settlement of the RSUs described in footnotes (1) and (2) above.
- F5Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger.