0001571049-17-000353.txt : 20170112 0001571049-17-000353.hdr.sgml : 20170112 20170112214027 ACCESSION NUMBER: 0001571049-17-000353 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170110 FILED AS OF DATE: 20170112 DATE AS OF CHANGE: 20170112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSTAR REALTY FINANCE CORP. CENTRAL INDEX KEY: 0001273801 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2640 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR REALTY DATE OF NAME CHANGE: 20031218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lieberman Ronald J. CENTRAL INDEX KEY: 0001541849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32330 FILM NUMBER: 17526270 MAIL ADDRESS: STREET 1: NORTHSTAR REALTY FINANCE CORP. STREET 2: 399 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 t1700104x2.xml OWNERSHIP DOCUMENT X0306 4 2017-01-10 1 0001273801 NORTHSTAR REALTY FINANCE CORP. NRF 0001541849 Lieberman Ronald J. NORTHSTAR REALTY FINANCE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 1 0 0 EVP, GC & Secretary Common Stock 2017-01-10 4 A 0 21230 A 126240 D Common Stock 2017-01-10 4 M 0 7586 A 133826 D Common Stock 2017-01-10 4 F 0 37050 16.02 D 96776 D Common Stock 2017-01-10 4 D 0 96776 D 0 D Performance Restricted Stock Units 2017-01-10 4 M 0 7586 0 D Common Stock 7586 2390 D Performance Restricted Stock Units 2017-01-10 4 D 0 2390 0 D Common Stock 2390 0 D Represents shares of common stock of NorthStar Realty Finance Corp. ("NRF"), par value $0.01 per share ("Common Stock"), that were issued or vested relating to the long-term performance based incentive compensation awards granted by NRF for 2015 and 2016 pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger (the "CLNS Merger") of New Sirius Inc. ("New NRF") into Colony NorthStar, Inc. ("CLNS") on January 10, 2017, which followed substantially concurrent reorganization transactions involving NRF (the "NRF Reorganization") pursuant to which NRF became a wholly owned subsidiary of New NRF, which had previously been a wholly owned subsidiary of NRF, and all of the outstanding shares of stock of NRF were converted into an equal number of shares of stock of New NRF. The remainder of these awards was forfeited. Includes 32,048 shares of Common Stock issued on January 10, 2017 in exchange for an equal number of LTIP Units of NorthStar Realty Finance Limited Partnership ("NRFLP"), when, as part of the NRF Reorganization, NRFLP merged with a wholly owned subsidiary of NRF, resulting in all outstanding LTIP Units in NRFLP becoming fully vested and converting into an equal number of shares of Common Stock. Represents the portion of the 2014 RSUs (as defined below) that vested and was settled pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of RSUs granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or LTIP Units of NRFLP, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement. Represents shares of Common Stock retained in order to satisfy tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person and the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnotes (1) and (3) above. Represents shares of common stock of New NRF that were disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of CLNS common stock at a ratio of one share of New NRF common stock for 1.0996 shares of CLNS common stock having a market value of $15.84 per share on the effective date of the CLNS Merger based on the reported closing sale price on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Common Stock were automatically converted into an equal number of shares of New NRF common stock pursuant to the NRF Reorganization. Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the NRF Reorganization and the CLNS Merger. /s/ Ronald J. Lieberman 2017-01-12