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.
399 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY FINANCE CORP. [ NRF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2013
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)
Code V Amount (A) or (D) Price
Common Stock 01/13/2014 C 639,182 A (1) 639,182 D
Common Stock 01/13/2014 (2) S (2) 639,182 D $14.14 (3) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (4) (4) 09/06/2013 G 48,499 (5) 07/29/2008 (5) (4) Common Stock 48,499 $0 474,534 D
LTIP Units (4) (4) 01/13/2014 C 474,534 (5) 10/29/2011 (5) (4) Common Stock 474,534 $0 0 D
LTIP Units (4) (4) 01/13/2014 C 164,648 (6) 10/29/2008 (6) (4) Common Stock 164,648 $0 620,812 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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 01/14/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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