SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tylis Albert

(Last)

(First)

(Middle)

C/O NORTHSTAR ASSET MANAGEMENT GROUP INC

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2014

3. Issuer Name and Ticker or Trading Symbol
NorthStar Asset Management Group Inc. [ NSAM ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	467,289⁽²⁾	⁽¹⁾	D

Explanation of Responses:

1. These performance restricted stock units ("RSUs") were granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s (the "Company") 2014 Omnibus Stock Incentive Plan. The RSUs will be settled in shares of Restricted Performance Stock (the "Restricted Stock") on December 15, 2014, which will vest in full within sixty days of April 2, 2018 if the total stockholder return from April 3, 2014 through April 2, 2018 equals or exceeds 15% per year, compounded annually, and vest in part if the total stockholder return during this period is equal to 8% per year, compounded annually, or greater. If earned, each share of Restricted Stock will be converted into a share of common stock, par value $0.01 per share, of the Company. These RSUs will expire and cease to exist following settlement.

2. Reflects 1-for-2 reverse stock split.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for Albert Tylis	06/26/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.