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^*

Tylis Albert

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

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)
Common Stock	01/01/2015		M		93,155	A	⁽¹⁾⁽²⁾	465,138	D
Common Stock	01/01/2015		F⁽⁵⁾		44,006	D	$17.58	421,132	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)
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⁾⁽²⁾	⁽¹⁾⁽²⁾	01/01/2015		M			188,112⁽³⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	188,112⁽³⁾	$0	0	D
LTIP Units⁽⁴⁾	⁽¹⁾⁽²⁾	01/01/2015		M		94,957		⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Common Stock	94,957	$0	94,957	D

Explanation of Responses:

1. As previously disclosed in filings with the Securities and Exchange Commission, represents performance restricted stock units ("RSUs") granted as long-term performance based incentive compensation pursuant to NorthStar Realty Finance Corp.'s Executive Incentive Bonus Plan for 2011. As a result of the spin-off of NorthStar Asset Management Group Inc. ("NSAM") from NorthStar Realty Finance Corp. ("NRF"), each RSU was adjusted to relate to one share of NRF common stock and one share of NSAM common stock. The RSUs vested in full based on the achievement of the maximum performance hurdle initially established for the RSUs, which was total stockholder return in excess of 20% per year, compounded annually, for the period from January 1, 2011 through December 31, 2014.

2. On January 1, 2015, 93,155 shares of NRF common stock were issued in settlement of a portion of the RSUs. Pursuant to an election made by the reporting person, the remainder of the RSUs, to the extent such RSUs relate to shares of NRF common stock, will be settled in LTIP Units in an operating partnership subsidiary of NRF (the "OP"), subject to formation of such OP and the establishment of the terms of the LTIP Units. If the OP has not been formed prior to December 31, 2015, these RSUs will be settled in shares of NRF common stock.

3. Reflects 1-for-2 reverse stock split of NRF that occurred on June 30, 2014.

4. Represents the portion of the RSUs to be settled in LTIP Units in the OP, subject to formation of such OP and the establishment of the terms of the LTIP Units. The LTIP Units 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 NRF common stock or (2) at the option of NRF in its capacity as general partner of the OP, one share of NRF common stock. The rights to convert LTIP Units into OP Units and redeem OP Units will not have expiration dates.

5. Represents shares of NRF common stock retained by NRF in order to satisfy its tax withholding obligations arising as a result of the settlement of the RSUs.

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for Albert Tylis	01/02/2015
	** Signature of Reporting Person	Date
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