FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/31/2005 |
3. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY [ NRF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share | 100 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
OP Units(2) | 10/29/2005 | (2) | Common Stock | 3,608,515 | (3) | I | See footnote(1) |
Explanation of Responses: |
1. NorthStar Capital Investment Corp. ("NCIC") indirectly beneficially owns such securities through its majority-owned subsidiary, NorthStar Partnership, L.P. ("NPLP") which directly owns such securities. |
2. The redemption of the OP Units does not have an expiration date. |
3. Represents common units of partnership interest ("OP Units") in NorthStar Realty Finance Limited Partnership ("NRFLP"), the operating partnership and a majority-owned subsidiary of NorthStar Realty Finance Corp.(the "Company"). The Company is the sole general partner of NRFLP (the "GP"). Each of these OP Units is redeemable by the holder for, at the election of the Company, (1) cash equal to the then fair market value of one share of common stock, par value $0.01 per share, of the Company (the "Common Stock"), or (2) one share of Common Stock. |
/s/ Richard J. McCready, Chief Operating Officer and Secretary | 09/09/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |