SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NorthStar Realty Europe Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

66706L101

(CUSIP Number)

Bow Street LLC

1140 Avenue of the Americas

New York, NY 10036

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 29, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 10 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 66706L101 SCHEDULE 13D Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Bow Street LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,723,934 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,723,934 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,723,934 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 66706L101 SCHEDULE 13D Page 3 of 10 Pages

1	NAME OF REPORTING PERSON A. Akiva Katz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,723,934 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,723,934 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,723,934 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 66706L101 SCHEDULE 13D Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Howard Shainker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,723,934 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,723,934 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,723,934 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 66706L101 SCHEDULE 13D Page 5 of 10 Pages

Item 1.	SECURITY AND ISSUER
This statement relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of NorthStar Realty Europe Corp., a Maryland corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 399 Park Avenue, 18th Floor, New York, NY 10022.

Item 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is filed by
	(i) Bow Street LLC, a Delaware limited liability company (the “Investment Manager”), with respect to the shares of Common Stock held by the funds to which the Investment Manager serves as investment manager (the “Bow Street Funds”);
	(ii) Mr. A. Akiva Katz (“Mr. Katz”), who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds; and
	(iii) Mr. Howard Shainker (“Mr. Shainker”), who serves as Managing Partner of the Investment Manager, with respect to the shares of Common Stock held by the Bow Street Funds.
The foregoing persons are collectively referred to as the “Reporting Persons.”
(b) The business address of each of the Reporting Persons is c/o Bow Street LLC, 1140 Avenue of the Americas, New York, NY 10036.
(c) The principal business of the Investment Manager is the performance of investment management and advisory services. The principal business of Mr. Shainker and Mr. Katz is to serve as the Managing Partners of the Investment Manager.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Investment Manager is a Delaware limited liability company. Mr. Katz is a Canadian citizen. Mr. Shainker is a United States citizen.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds for the purchase of the shares of Common Stock by the Bow Street Funds reported herein were derived from general working capital of the Bow Street Funds.  A total of $38,706,553 was paid to acquire the 3,723,934 shares of Common Stock reported herein.

CUSIP No. 66706L101 SCHEDULE 13D Page 6 of 10 Pages

Item 4.	PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity.
On December 9, 2016, the Reporting Persons sent a letter (the “December Letter”) to the Board of Directors (the “Board”) of the Issuer requesting that it engage and negotiate with the Reporting Persons with respect to the two previous offers made by the Reporting Persons to acquire all of the outstanding Common Shares of the Issuer (the "Offer"), and that the Board create value by rejecting the management contract with NorthStar Asset Management ("NSAM") by virtue of the recently announced merger between NSAM, NorthStar Realty Finance and Colony Capital.  The foregoing description of the December Letter is qualified by reference to the full text of the December Letter, a copy of which is attached hereto as Exhibit 1 and incorporated by reference herein.
The Reporting Persons currently intend to further discuss and negotiate the Offer with the Board and management of the Issuer and may enter into customary documentation related to the transaction. The Reporting Persons reserve the right to revoke, amend or modify the Offer, including the price, conditions and others terms of the Offer.
Representatives of the Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer’s management and members of the Issuer’s board of directors (the “Board”), other stockholders of the Issuer, potential strategic and financing partners and other interested persons regarding, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition, strategic alternatives and direction, and strategies to enhance shareholder value.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities.  The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

CUSIP No. 66706L101 SCHEDULE 13D Page 7 of 10 Pages

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 3,723,934 shares of Common Stock, constituting approximately 6.7% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 56,031,745 shares of Common Stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the SEC on November 10, 2016.
(b) Each of the Reporting Persons has the shared power to vote or to direct the vote or to dispose or to direct the disposition of 3,723,934 shares of Common Stock.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex B hereto and is incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock.

Item 7.	EXHIBITS
Exhibit	Description
1	Letter to the Board of the Issuer, dated December 9, 2016
2	Joint Filing Agreement, dated December 9, 2016.

CUSIP No. 66706L101 SCHEDULE 13D Page 8 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 9, 2016

BOW STREET LLC
By:	/s/ A. Akiva Katz
Name:	A. Akiva Katz
Title:	Managing Partner
/s/ A. Akiva Katz
A. AKIVA KATZ
/s/ Howard Shainker
HOWARD SHAINKER

CUSIP No. 66706L101 SCHEDULE 13D Page 9 of 10 Pages

Annex B

TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

The following tables set forth all transactions in the Common Stock effected by the Reporting Persons in the past sixty days. Unless otherwise noted, all such transactions were effected in the open market through a broker and all prices per share include commissions.

Investment Manager

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
11/29/2016	186,700	10.85
11/30/2016	100,000	10.77
12/1/2016	60,000	10.86
12/2/2016	100,000	10.83
12/5/2016	250,000	10.99
12/6/2016	34,556	11.23

CUSIP No. 66706L101 SCHEDULE 13D Page 10 of 10 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: December 9, 2016

BOW STREET LLC
By:	/s/ A. Akiva Katz
Name:	A. Akiva Katz
Title:	Managing Partner
/s/ A. Akiva Katz
A. AKIVA KATZ
/s/ Howard Shainker
HOWARD SHAINKER

EX-99

Exhibit 1

December 9, 2016

By Email and FedEx

Mr. David Hamamoto

Chairman of the Board

NorthStar Realty Europe Corp.

399 Park Avenue, 18^th Floor

New York, NY 10022

Dear David:

As you know, over the past several months we have submitted two formal offers to acquire all of the common shares of NorthStar Realty Europe Corp (“NRE” or the “Company”). We appreciate the Board’s willingness to explore a transaction, and are encouraged that NRE has retained Moelis & Company to evaluate our offer and maximize shareholder value. However, given our significant ownership stake in the Company, we cannot agree to the standstill provisions in your proposed non-disclosure agreement – these terms restrict our ability to act in the best interests of our investors. While it is unfortunate that we have been unable to consummate a transaction privately, we believe the best path forward is to take our proposal directly to NRE shareholders.

We firmly believe that NRE’s true value will never be realized within the Company’s existing structure. To this end, we reiterate our proposal to acquire all of the common stock of NRE for $13 per share. This offer is fully financed by Bow Street and one of our capital partners – a publicly traded multi-billion dollar real estate company with available resources well in excess of the funds required to effectuate this transaction. Further, as we have previously expressed to the Board, our proposal does not factor any incremental sources of value that may be uncovered during our diligence process.

Bow Street has been a longtime investor in NRE and its predecessor companies, and currently owns 6.7%¹ of NRE’s common stock. We share management’s oft-stated view that NRE’s assets are worth substantially more than the price at which they currently trade. However, owing to myriad structural issues – including its onerous external management contract with NorthStar Asset Management Group (“NSAM”) – we believe that NRE’s true value can only be realized through an exit from the public markets. We therefore urge you to engage with us immediately to negotiate a sale of the Company. Concurrently, we urge the Board to reject the NSAM management contract, an opportunity created by the pending merger between NSAM, NorthStar Realty Finance (“NRF”) and Colony Capital (“CLNY” or “Colony”). We believe these actions will accrue positively to all stakeholders.

¹ Assumes 56.0 million common shares outstanding per 10-Q filed November 10, 2016

BOW STREET LLC | 1140 AVENUE OF THE AMERICAS, 10TH FLOOR | NEW YORK, NY 10036

Since its spinoff from NRF in late 2015, NRE has persistently traded at a wide discount to third-party estimates of its net asset value². We believe this discount owes to the following structural issues:

(i) NRE’s external management structure and rejection of the Asset Management Contract

NRE’s management contract with NSAM is a source of profound concern for investors. As currently structured, the contract overburdens NRE with unnecessary cost while incentivizing asset growth over share price performance. You clearly share the view that externally-managed REITs are prone to underperformance, as indicated by your statements supporting the CLNY/NRF/NSAM transaction earlier this year:

“Recently, however, NRF and NSAM have underperformed due to the bias against externally managed companies. This transaction [the re-merger of NSAM with NRF] internalizes the management of the company… We've had some headwinds, as I've said, with the external management structure that's changed. And what we wanted to do was adjust to the market and try to make sure that we are sensitive to what shareholders want… we thought that this was a great way to emulate what the market likes.”³

This reasoning is directly applicable to NRE. As we communicated to you previously (in our letter dated August 10, 2016), Section 16(a) of the Asset Management Contract between NRE and NSAM J-NRE Ltd (the “Asset Management Contract”) prohibits its assignment (as defined by the Investment Advisers Act of 1940 (the “Advisers Act”)) without the consent of NRE. We, like you, have been advised by counsel that NSAM’s merger with NRF and CLNY constitutes an “assignment” of the Asset Management Contract and that NRE’s Board must vote on its continuance.

Simply put, the Board of NRE now has the opportunity – and therefore the duty – to shed this contract. We believe the Asset Management Contract to be the single greatest driver of NRE share price underperformance. Since its spinoff in late 2015, NRE’s stock price has declined ~15%, underperforming the MSCI US REIT Index (“RMZ”) by ~1,700bps. Given the extent to which this contract has impeded value at NRE, we believe the Board's fiduciary duty requires it to deny consent and terminate the contract without compensation to NSAM. We will view any decision to do otherwise as a breach of fiduciary duty, motivated by considerations other than the benefit of NRE shareholders, to whom these directors are legally obligated. Given that six of NRE’s eight board members voted in favor of internalizing NRF (in their capacity as board members of NSAM or NRF), we can only assume they share our view.

As the sole NRE director truly unaffiliated with either NSAM or NRF, we assume that Mr. Mario Chisholm will be tasked with the evaluation of the assignment⁴. We encourage Mr. Chisholm to carefully consider the merits of separating from NSAM, and expect that he will engage his own counsel in this matter. Exiting the Asset Management Contract will undoubtedly result in value creation for all NRE investors. We urge the rejection of the contract as both potential acquirers and significant shareholders of NRE.

² Stated NAV of $16.60/share as of September 30th per NRE’s financial supplement dated November 10, 2016

³ Chairman Hamamoto commentary - NSAM, NRF, and CLNY merger call 6/3/2016

⁴ Dianne Hurley serves on the boards of three NSAM affiliates

BOW STREET LLC 2 

(ii) Structural issues pertaining to NRE’s U.S. listing, currency and liquidity

NRE is further hampered by a highly unfavorable listing that embeds unnecessary currency volatility. Despite somewhat obvious and predictable structural issues, NRE was initially listed and currently trades on the New York Stock Exchange (“NYSE”). Although the Company has no dollar denominated cash flow, it trades in dollars, and pays dividends and management fees in dollars. NRE shareholders are essentially subjected to a dangerous game of foreign exchange roulette – best exemplified by the recent decline in the British Pound following the Brexit vote. This issue has only deepened the Company’s isolation – European investors tend to overlook NRE due to its U.S. listing, while U.S. investors are deterred by significant cross currency risk.

NRE’s current plan – predicated on a share repurchase program targeting per share NAV growth – is merely the best in a series of poor alternatives. Through November 8^th, 2016, NRE has repurchased 8.7 million shares for $93 million, with no apparent impact to the Company’s stock. Not only have its shares failed to appreciate, but NRE’s per share NAV has declined over this period as the impact of currency mismatch has more than offset any gains from share count reduction.

(iii) Weak corporate governance and lack of board independence

Currently, seven of NRE’s eight directors are either insiders or board members of NSAM, NRF or affiliated entities. Notably, this suggests that all but one (Mr. Chisholm) of NRE’s board members are affiliated with the new entity (Colony NorthStar) set to inherit NRE’s management contract. These directors are therefore conflicted, with interests that are at odds with those of NRE and its shareholders. This fact is particularly troubling given the Board’s crucial opportunity to reject this unfavorable contract. NRE’s board members clearly understand the importance of good governance, as they all recently voted to improve governance at NSAM in response to shareholder pressure. The strong new governance standards implemented at NSAM contrast starkly to the flawed standards currently overseen by these very same directors at NRE:

NSAM New Governance Standard	NRE Existing Governance
8 out of 10 directors are independent	1 out of 8 directors is independent of NSAM and affiliates
25% of shareholders required to call a Special Meeting	Majority of shareholders required to call a Special Meeting
Majority vote of stockholders required to remove directors	2/3 supermajority vote of stockholders required to remove directors
Stockholders can fill vacancies on the Board, including those resulting from removal of directors	Only Directors can fill vacancies on the Board, even if they result from removal of directors
Shareholders can amend bylaws by majority vote;  Board cannot unilaterally amend provisions adopted by shareholders	Board has the exclusive power to adopt and amend bylaws
Stock ownership guidelines, requiring directors to maintain ownership equal to 4x their annual cash retainer	No public stock ownership requirements for directors
Internally managed (CLNY internalized in 2015,  the NSAM/NRF/CLNY transaction internalizes NRF)	Externally managed

BOW STREET LLC 3 

Bow Street’s Offer for NRE

This letter represents Bow Street’s third formal offer for NRE. Our initial offer of $12 per share (representing a 30% premium to NRE’s trading value at the time) was submitted to the Board in a letter dated July 22^nd, 2016. Subsequently, we increased this offer to $13 per share. As with these prior offers, our current proposal is subject only to tax and legal diligence.  In issuing this letter publicly, we strongly encourage you and the Board to actively solicit feedback from other NRE shareholders regarding our all-cash offer as well as the rejection of the Asset Management Contract. NRE’s status quo is untenable. We believe our acquisition proposal represents the best path to maximizing value for all stakeholders over the near- and long-term.

We look forward to hearing from you.

Best,

Akiva Katz		Howard Shainker
Managing Partner		Managing Partner
cc:	Mario Chisholm (sole independent director)
	Judith A. Hannaway
	Dianne Hurley
	Oscar Junquera
	Wesley Minami
	Mahbod Nia
	Charles Schoenherr
	Albert Tylis