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^*

HESS DEBRA ANN

(Last)

(First)

(Middle)

C/O NORTHSTAR ASSET MGMT GROUP INC.

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NorthStar Asset Management Group Inc. [ NSAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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	12/31/2014		M		186,916	A	⁽¹⁾	241,079	D
Performance Common Stock⁽⁷⁾⁽⁸⁾	12/31/2014		M		140,187	A	⁽²⁾	140,187	D
Common Stock⁽⁹⁾	12/31/2014		A		55,946	A	$0	297,025	D
Common Stock	12/31/2014		F⁽¹⁰⁾		31,310	D	$22.57	265,715	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)
Company Performance Restricted Stock Units⁽¹⁾	⁽¹⁾	12/31/2014		M			186,916	⁽¹⁾	⁽¹⁾	Common Stock	186,916	$0	0	D
Performance Restricted Stock Units⁽²⁾	⁽²⁾	12/31/2014		M			140,187	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	140,187	$0	0	D
Performance Restricted Stock Units⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	01/01/2015		M			41,802⁽⁵⁾	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	41,802⁽⁵⁾	$0	0	D
LTIP Units⁽⁶⁾	⁽³⁾⁽⁴⁾	01/01/2015		M		41,802		⁽³⁾⁽⁴⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁶⁾	Common Stock	41,802	$0	41,802	D

Explanation of Responses:

1. As previously disclosed in filings with the Securities and Exchange Commission, represents company performance restricted stock units ("RSUs") of NorthStar Asset Management Group Inc. (the "Company") that were granted on April 3, 2014 in connection with the Company's spin-off from NorthStar Realty Finance Corp ("NRF"). On December 9, 2014, the compensation committee of the board of directors of the Company certified that the performance hurdle for these RSUs was achieved, as noted in the Form 4 filed on December 11, 2014 reporting these RSUs. On December 31, 2014, these RSUs were settled in shares of common stock of the Company ("Common Stock") that vested 25% on December 31, 2014, with the remaining 75% vesting in three equal installments on each of December 31, 2015, 2016 and 2017, subject to continued employment. All of these RSUs have previously been included in diluted shares outstanding for purposes of the Company's financial statements.

2. As previously disclosed in filings with the Securities and Exchange Commission, represents absolute TSR RSUs of the Company that were granted on April 3, 2014 in connection with the Company's spin-off from NRF. On December 31, 2014, these RSUs were settled in accordance with their terms in shares of restricted Performance Common Stock of the Company having the terms described in footnotes (7) and (8) below

3. As previously disclosed in filings with the Securities and Exchange Commission, represents performance RSUs granted as long-term performance based incentive compensation pursuant to NRF's Executive Incentive Bonus Plan for 2011. As a result of the spin-off of the Company from NRF, each of these RSUs was adjusted to relate to one share of NRF common stock and one share of Common Stock. These RSUs vested in full based on the achievement of the maximum performance hurdle initially established for these 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.

4. On January 1, 2015, pursuant to an election made by the reporting person, the RSUs, to the extent such RSUs relate to shares of Common Stock, will be settled in LTIP Units in an operating partnership subsidiary of the Company (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 Common Stock.

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

6. Represents the RSUs described in footnotes (3) and (4) above 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 Common Stock or (2) at the option of the Company in its capacity as general partner of the OP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units will not have expiration dates.

7. Performance Common Stock is substantially identical to Common Stock, except that shares of Performance Common Stock will not be entitled to share in distributions declared with respect to Common Stock and will not entitle holders to vote, except with respect to limited matters impacting the rights of the Performance Common Stock. Upon vesting, these shares of Performance Common Stock will automatically convert into shares of Common Stock and the reporting person will be entitled to receive the distributions that would have been paid with respect to a share of Common Stock (for each share of Performance Common Stock that vests) on or after the date the shares of Performance Common Stock were initially issued.

8. Subject to continued employed through April 2, 2018, these shares of Performance Common Stock will vest in full if the total stockholder return from April 3, 2014 through April 2, 2018 equals or exceeds 15% per year, compounded annually, and vest in part if the total stockholder return during this period is equal to 8% per year, compounded annually, or greater.

9. Represents shares of Common Stock earned as a long-term bonus pursuant to the Company's Executive Incentive Bonus Plan based on the long-term bonus pool percentage previously granted to the reporting person for 2014 and disclosed in the Company's filings with the Securities and Exchange Commission. These shares represent the Company Performance Award component of the reporting person's long-term bonus for 2014, and 25% of these shares vested on December 31, 2014, with the remaining 75% vesting in three equal installments on each of December 31, 2015, 2016 and 2017, subject to continued employment. None of these shares may be disposed of prior to December 31, 2017.

10. Represents shares of Common Stock retained by the Company in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person and/or vesting of shares of Common Stock held by the reporting person.

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