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^*

Feldman Keith A.

(Last)

(First)

(Middle)

C/O NORTHSTAR REALTY EUROPE CORP.

590 MADISON AVE., 34TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NorthStar Realty Europe Corp. [ NRE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

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	09/30/2019		M		24,194⁽¹⁾⁽²⁾⁽³⁾	A	$0.00	231,712	D
Common Stock	09/30/2019		A		30,241⁽²⁾⁽³⁾	A	$0.00	261,953	D
Common Stock	09/30/2019		M		12,904⁽⁴⁾⁽⁵⁾	A	$0.00	274,857	D
Common Stock	09/30/2019		A		12,904⁽⁴⁾⁽⁵⁾	A	$0.00	287,761	D
Common Stock	09/30/2019		D⁽⁶⁾		287,761	D	$17.01	0	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)
Common Units⁽⁷⁾	⁽⁷⁾	09/30/2019		D⁽⁸⁾			5,780	⁽⁷⁾	⁽⁹⁾	Common Stock	5,780	$17.01	0	D
Restricted Stock Units	$0.00	09/30/2019		M			12,097	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	24,194	$0.00	0	D
Restricted Stock Units	$0.00	09/30/2019		M			6,452	⁽¹¹⁾	⁽¹¹⁾	Common Stock	12,904	$0.00	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2019, by and among CoRE PANEURO 2019 13 S.a.r.l, Nighthawk Merger Sub LLC ("Company Merger Sub"), NorthStar Realty Europe Corp. ("NRE"), Nighthawk Partnership Merger Sub LLC ("Partnership Merger Sub") and NorthStar Realty Europe Limited Partnership ("NRELP"), on September 30, 2019, (i) NRE merged with and into Company Merger Sub, with Company Merger Sub surviving the merger (the "Company Merger") and (ii) NRELP merged with and into Partnership Merger Sub, with Partnership Merger Sub surviving the merger.

2. Represents shares of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), underlying an award of restricted stock units granted in connection with the spin-off of NRE from NorthStar Realty Finance Corp. on October 31, 2015 that were subject to vesting based on the achievement of certain performance criteria relating to NRE's absolute and relative total shareholder return ("TSR"). These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the consideration payable per share of NRE Common Stock in the Company Merger pursuant to the Merger Agreement, which is approximately $17.01 (the "Per Share Consideration").

3. (Continued from footnote 2) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration.

4. Represents shares of NRE Common Stock underlying an award of restricted stock units granted in 2018 that were subject to vesting based on the achievement of certain performance criteria. These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the Per Share Consideration.

5. (Continued from footnote 4) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration.

6. Reflects the disposition of each outstanding share of NRE Common Stock and each vested restricted stock unit held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement.

7. Represents common units of limited partnership interest ("Common Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each Common Unit was redeemable for cash equal to the then fair market value of one share of NRE Common Stock or, at the option of NRE, one share of NRE Common Stock.

8. Reflects the disposition of each issued and outstanding Common Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement.

9. The Common Units did not have an expiration date.

10. The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of December 31, 2019 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control.

11. The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of February 28, 2021 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control.

Remarks:

	/s/ Trevor K. Ross, as attorney-in-fact for Keith A. Feldman	09/30/2019
	** Signature of Reporting Person	Date
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