0001571049-17-000358.txt : 20170112 0001571049-17-000358.hdr.sgml : 20170112 20170112214245 ACCESSION NUMBER: 0001571049-17-000358 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: Langer Jonathan A CENTRAL INDEX KEY: 0001328582 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32330 FILM NUMBER: 17526275 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 t1700104x5.xml OWNERSHIP DOCUMENT X0306 4 2017-01-10 1 0001273801 NORTHSTAR REALTY FINANCE CORP. NRF 0001328582 Langer Jonathan A C/O NORTHSTAR REALTY FINANCE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 1 0 0 CEO and President Common Stock 2017-01-10 4 F 0 32409 16.02 D 116923 D Common Stock 2017-01-10 4 D 0 116923 D 0 D On January 10, 2017, New Sirius Inc. ("New NRF") merged (the "CLNS Merger") with Colony NorthStar, Inc. ("CLNS"), which followed substantially concurrent reorganization transactions (the "NRF Reorganization") involving NorthStar Realty Finance Corp. ("NRF") 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 common stock, par value $0.01 per share, of NRF ("Common Stock") were converted into an equal number of shares of common stock of New NRF. Includes 62,500 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. 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. /s/ Ronald J. Lieberman, as Attorney-in-Fact for Jonathan A. Langer 2017-01-12