SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HAMAMOTO DAVID T

(Last)

(First)

(Middle)

C/O NORTHSTAR REALTY FINANCE CORP.

527 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY [ NRF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2004		P		5,000⁽¹⁾	A	$8.71	5,000	I	By minor children of reporting person⁽²⁾
Common Stock	10/28/2004		P		5,000⁽¹⁾	A	$8.72	10,000	I	By minor children of reporting person⁽²⁾
Common Stock	10/29/2004		P		111,111⁽¹⁾⁽³⁾	A	$9	121,111	I	By minor children of reporting person⁽²⁾
Common Stock	10/29/2004		P		111,111⁽¹⁾⁽³⁾	A	$9	232,222	I	By minor children of reporting person⁽²⁾
Common Stock	10/29/2004		P		166,667⁽³⁾	A	$9	166,667⁽³⁾	D
Common Stock								100	I	By NorthStar Capital Investment Corp.⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units⁽⁵⁾	⁽⁵⁾	10/29/2004		A		4,705,915		⁽⁵⁾	⁽⁵⁾	Common Stock	4,705,915	⁽⁶⁾	4,705,915	I	By NorthStar Capital Investment Corp.⁽⁷⁾
OP Units⁽⁵⁾	⁽⁵⁾	10/29/2004		J		100,000⁽⁸⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	4,605,915	⁽⁸⁾	4,605,915	I	By NorthStar Capital Investment Corp.⁽⁹⁾
LTIP Units⁽¹⁰⁾	⁽¹⁰⁾	10/29/2004		A		216,100⁽¹¹⁾		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock⁽¹⁰⁾⁽¹¹⁾	216,100	⁽¹¹⁾	216,100	I	By NRF Employee, LLC⁽¹¹⁾

Explanation of Responses:

1. Such shares of common stock, par value $0.01 per share (the "Common Stock") of NorthStar Realty Finance Corp. (the "Company") were purchased by a trust for the benefit of one of the two minor children of Mr. Hamamoto. Mr. Hamamoto transferred the entire purchase price of such shares of Common Stock to the trust for the trust's purchase of such shares of Common Stock.

2. Held directly by one of the two trusts for the benefit of the two minor children of Mr. Hamamoto.

3. Such shares of Common Stock were purchased from the underwriters of the Company's initial public offering of Common Stock which closed on October 29, 2004.

4. NorthStar Partnership, L.P. ("NPLP"), a majority-owned subsidiary of NorthStar Capital Investment Corp. ("NCIC") directly owns 100 shares of Common Stock and NCIC indirectly beneficially owns such 100 shares of Common Stock. By virtue of his position as a co-chief executive officer of NCIC, David Hamamoto may be deemed to indirectly beneficially own such 100 shares of Common Stock. David Hamamoto disclaims beneficial ownership of such 100 shares of Common Stock, except to the extent of his pecuniary interest therein.

5. Represents common units of partnership interest ("OP Units") in NorthStar Realty Finance Limited Partnership, the operating partnership and a majority-owned subsidiary of the Company ("NRFLP"). The Company is the sole general partner of NRFLP (the "GP"). Each of these OP Units is redeemable at the election of the holder for: (1) cash equal to the then fair market value of one (1) share of Common Stock, or (2) at the option of the Company in its capacity as GP, one (1) share of Common Stock, in each case beginning on October 29, 2005. The right of a holder to redeem these OP Units does not have an expiration date.

6. Three majority-owned subsidiaries of NCIC including NPLP, NS Advisors Holdings LLC and NorthStar Funding Managing Member Holdings LLC (collectively, the "NCIC Contributing Subsidiaries") contributed certain assets and related liabilities (the "Initial Investments") to NRFLP on October 29, 2005 in exchange for an aggregate of 4,705,915 OP Units (the "Contribution OP Units").

7. NCIC indirectly beneficially owned all such Contribution OP Units issued to the NCIC Contributing Subsidiaries immediately following such issuance by NRFLP. By virtue of his position as co-chief executive officer of NCIC, Mr. Hamamoto may be deemed to have voting and/or investment power over the Contribution OP Units. Mr. Hamamoto disclaims beneficial ownership of all Contribution OP Units, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that Mr. Hamamoto is the beneficial owner of any Contribution OP Units for purposes of Section 16 or for any other purpose.

8. NPLP transferred 100,000 of the Contribution OP Units to Allianz Risk Transfer, the lender under NPLP's senior secured credit facility ("ART") in order to release liens associated with the Initial Investments.

9. After giving effect to NPLP's transfer of 100,000 of the Contribution OP Units to ART, the NCIC Contributing Subsidiaries collectively owned 4,605,915 OP Units and NCIC indirectly beneficially owned all such 4,605,915 OP Units. By virtue of his position as a co-chief executive officer of NCIC, Mr. Hamamoto may be deemed to have voting and/or investment power over such 4,605,915 OP Units. Mr. Hamamoto disclaims beneficial ownership of such 4,605,915 OP Units, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that Mr. Hamamoto is the beneficial owner of such 4,605,915 OP Units for purposes of Section 16 or for any other purpose.

10. Represents units of partnership interest in NRFLP which are structured as profits interests ("LTIP Units"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one (1) OP Unit. The right of a holder to convert LTIP Units into OP Units does not have an expiration date.

11. These 216,100 LTIP Units were granted as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan. On October 29, 2004, NRFLP issued a certain number of LTIP Units directly to NRF Employee, LLC (the "Employee LLC LTIP Units"). Mr. Hamamoto has a membership interest in NRF Employee, LLC (the "Hamamoto LLC Interest") which currently entitles him to beneficial ownership of 216,100 of the Employee LLC LTIP Units. The Hamamoto LLC Interest vests quarterly over a 3 year vesting period beginning October 29, 2004. Once a portion of the Hamamoto LLC Interest is vested, Mr. Hamamoto may redeem such vested portion for LTIP Units on a one-for-one basis. The right to redeem the Hamamoto LLC Interest for LTIP Units does not have an expiration date. See footnote (10) for the terms of the LTIP Units.

	/s/ Mark E. Chertok, as Attorney-in-Fact for David T. Hamamoto	11/01/2004
	** Signature of Reporting Person	Date
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