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^*

MSD CAPITAL L P

(Last)

(First)

(Middle)

645 FIFTH AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2016

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

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	6,506,876	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
Equity Swap (Obligation to Buy)	11/01/2016	11/01/2016	Common Stock	81,542	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Swap (Obligation to Buy)	04/26/2017	04/26/2017	Common Stock	176,400	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Swap (Obligation to Buy)	06/16/2017	06/16/2017	Common Stock	3,878,373	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Swap (Obligation to Buy)	10/30/2017	10/30/2017	Common Stock	19,187	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Swap (Obligation to Buy)	11/02/2020	11/02/2020	Common Stock	149,771	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Swap (Obligation to Buy)	02/04/2021	02/04/2021	Common Stock	1,273,876	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Call Option (Obligation to Sell)	⁽⁶⁾	01/19/2018	Common Stock	1,000,000	$17.5	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Put Option (Obligation to Sell)	⁽⁷⁾	01/19/2018	Common Stock	1,000,000	$10	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

MSD CAPITAL L P

(Last)

(First)

(Middle)

645 FIFTH AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MSD Sparrowhawk, L.P.

(Last)

(First)

(Middle)

645 FIFTH AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Orange Marlin Investments, L.P.

(Last)

(First)

(Middle)

645 FIFTH AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DELL MICHAEL S

(Last)

(First)

(Middle)

645 FIFTH AVENUE, 21ST FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Sparrowhawk, L.P. ("MSD Sparrowhawk") and Orange Marlin Invesments, L.P. ("Orange Marlin"). MSD Sparrowhawk is the record and direct beneficial owner of 1,397,832 shares of the Issuer's common stock reported herein. Orange Marlin is the record and direct beneficial owner of 5,109,044 shares of the Issuer's common stock reported herein. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote continued]

2. [continuation] Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

3. Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker may be deemed to be a member of a group with MSD Partners, L.P., MSD Torchlight Partners, L.P. and MSD Torchlight Partners (MM), L.P., with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

4. MSD Sparrowhawk is a party to equity swap agreements with counterparties. Each notional share subject to each agreement represents the economic equivalent of one share of the Issuer's common stock.

5. Orange Marlin is a party to equity swap agreements with counterparties. Each notional share subject to each agreement represents the economic equivalent of one share of the Issuer's common stock.

6. Orange Marlin is a party to a cash-settled call option, pursuant to which Orange Marlin is obligated at exercise to deliver the value of the shares of the Issuer's common stock underlying the option.

7. Orange Marlin is a party to a cash-settled put option, pursuant to which Orange Marlin is obligated at exercise to deliver the value of the shares of the Issuer's common stock underlying the option.

Remarks:

	MSD CAPITAL, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	10/26/2016
	MSD SPARROWHAWK, L.P. By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	10/26/2016
	ORANGE MARLIN INVESTMENTS, L.P. By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	10/26/2016
	MICHAEL S. DELL By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact	10/26/2016
	** 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).
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