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^*

HESS DEBRA ANN

(Last)

(First)

(Middle)

C/O NORTHSTAR REALTY FINANCE CORP.

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015

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)

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)
Performance Restricted Stock Units⁽¹⁾	⁽¹⁾	02/25/2015		A		41,154		⁽¹⁾	⁽¹⁾	Common Stock	41,154	$0	41,154	D
Deferred LTIP Units⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	02/25/2015		A		73,053		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	73,053	$0	73,053	D

Explanation of Responses:

1. These performance restricted stock units ("RSUs") were granted as long-term performance-based incentive compensation pursuant to the Executive Incentive Bonus Plan for 2014 (the "2014 Plan") of NorthStar Asset Management Group, Inc. ("NSAM"). The RSUs will vest in full as of December 31, 2017, if the total stockholder return from January 1, 2014 through December 31, 2017, equals or exceeds 12% per year, compounded annually, and vest in part if the total stockholder return during this period is equal to 6% per year, compounded annually, or greater. If earned, each RSU will be settled in shares of Common Stock of NorthStar Realty Finance Corp. (the "Company") or units of limited partnership interest structured as profits interests in the operating partnership (the "OP") of the Company ("LTIP Units"), if available, otherwise in cash. These RSUs will expire and cease to exist following settlement.

2. Deferred LTIP Units are equity awards representing the right to receive either LTIP Units or, if LTIP Units are not available upon settlement of the award, shares of Common Stock. All Deferred LTIP Units are to be settled on March 15, 2015 in an equal number of LTIP Units, which will remain subject to the same vesting terms as the Deferred LTIP Units. If LTIP Units are not available as of March 15, 2015, (1) the then vested LTIP Units will be settled in an equal number of shares of Common Stock on March 15, 2015, or, if sufficient shares are not available under the Company's equity plan, in cash and (2) any then unvested Deferred LTIP Units will remain outstanding and will be settled upon vesting. Any settlement of Deferred LTIP Units after March 15, 2015, will be in (1) an equal number of either LTIP Units, if available, or shares of Common Stock or (2) in cash, if shares of Common Stock are unavailable. Deferred LTIP Units will expire and cease to exist following settlement.

3. Represents Deferred LTIP Units granted as long-term performance based incentive compensation pursuant to the 2014 Plan. The Deferred LTIP Units vested 25% on December 31, 2014, with the remaining 75% vesting in three equal installments on each of December 31, 2015, 2016 and 2017, subject to continued employment through such dates and potential acceleration in certain circumstances.

4. The LTIP Units issued upon settlement of the Deferred LTIP Units, if any, will be structured as profits interests in the OP. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit will be convertible, at the election of the holder, into one common unit of limited partnership interest in the OP ("OP Unit"). Each of the OP Units underlying these LTIP Units will be 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 the OP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units will not have expiration dates.

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for Debra A. Hess	02/27/2015
	** Signature of Reporting Person	Date
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