0001571049-14-000097.txt : 20140114 0001571049-14-000097.hdr.sgml : 20140114 20140114171030 ACCESSION NUMBER: 0001571049-14-000097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130906 FILED AS OF DATE: 20140114 DATE AS OF CHANGE: 20140114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSTAR REALTY FINANCE CORP. CENTRAL INDEX KEY: 0001273801 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2640 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR REALTY DATE OF NAME CHANGE: 20031218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAMAMOTO DAVID T CENTRAL INDEX KEY: 0001139257 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32330 FILM NUMBER: 14528006 MAIL ADDRESS: STREET 1: C/O NORTHSTAR CAPITAL INVESTMENT CORP STREET 2: 527 MADISON AVENUE 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 t1400076_form4.xml OWNERSHIP DOCUMENT X0306 4 2013-09-06 0 0001273801 NORTHSTAR REALTY FINANCE CORP. NRF 0001139257 HAMAMOTO DAVID T C/O NORTHSTAR REALTY FINANCE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 1 1 0 0 Chairman and CEO Common Stock 2014-01-13 4 C 0 639182 A 639182 D Common Stock 2014-01-13 4 S 0 639182 14.14 D 0 D LTIP Units 2013-09-06 4 G 0 48499 0 D 2008-07-29 Common Stock 48499 474534 D LTIP Units 2014-01-13 4 C 0 474534 0 D 2011-10-29 Common Stock 474534 0 D LTIP Units 2014-01-13 4 C 0 164648 0 D 2008-10-29 Common Stock 164648 620812 D Represents conversion of units of limited partnership interest ("LTIP Units") structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP") into common units of limited partnership interest ("OP Units") in NRFLP, which were redeemed for shares of common stock, par value $0.01 per share ("Common Stock"), of NorthStar Realty Finance Corp. (the "Company") pursuant to the terms of the LTIP Units described below in Note 4. The sale reported was effected pursuant to the 10b5-1 sales plan (the "10b5-1 Plan") initially adopted by the reporting person on June 28, 2013. No shares remain available for sale under the 10b5-1 Plan. Represents an average trading price, ranging from $14.04 to $14.21 per share. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Represents LTIP Units structured as profits interests in NRFLP, a majority-owned subsidiary and the operating partnership of the Company. 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 NRFLP. Each of the OP Units underlying these LTIP Units are redeemable at the election of the OP Unit 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 general partner of NRFLP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. These LTIP Units represent a portion of the 656,045 LTIP Units granted to the reporting person on October 4, 2007 as long-term retention awards pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a four year period beginning on January 29, 2008. All 656,045 LTIP Units were fully vested as of October 29, 2011. These LTIP Units represent a portion of the 730,994 LTIP Units granted to the reporting person on January 16, 2008 as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a three year vesting period beginning April 29, 2008. All 730,994 LTIP Units were fully vested as of January 29, 2011. /s/ Ronald J. Lieberman, as Attorney-in-Fact for David T. Hamamoto 2014-01-14