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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY [ NRF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/29/2004 | P | 5,000(1) | A | $9 | 5,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(2) | (2) | 10/29/2004 | A | 53,800(3) | (2)(3) | (2)(3) | Common Stock(2)(3) | 53,800 | (3) | 53,800 | I | By NRF Employee, LLC(3) |
Explanation of Responses: |
1. Purchased from the underwriters of the initial public offering of common stock, par value $0.01 per share (the "Common Stock") of NorthStar Realty Finance Corp. (the "Company") which closed on October 29, 2004. |
2. Represents units of partnership interest which are structured as profits interests ("LTIP Units") in NorthStar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of the Company. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one common unit of partnership interest in NRFLP ("OP Units"). Each of the OP Units underlying these 53,800 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 (1) share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. |
3. These 53,800 LTIP Units were granted as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan. On October 29, 2004, NRFLP issued a certain number of LTIP Units directly to NRF Employee, LLC (the "Employee LLC LTIP Units"). Mr. Chertok has a membership interest in NRF Employee, LLC (the "Chertok LLC Interest") which currently entitles him to beneficial ownership of 53,800 of the Employee LLC LTIP Units. The Chertok LLC Interest vests quarterly over a 3 year vesting period beginning October 29, 2004. Once a portion of the Chertok LLC Interest is vested, Mr. Chertok may redeem such vested portion for LTIP Units on a one-for-one basis. The right to redeem the Chertok LLC Interest for LTIP Units does not have an expiration date. See footnote (2) for the terms of the LTIP Units. |
/s/ Mark E. Chertok | 11/02/2004 | |
** 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 4 (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. |