-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MaDPHvVS5GR6g/9UNRPyE8To8aacEf9H3/9cnU14P/MqH2dHiLjzq8jVTMe/XjcO k774wyF47LxbkhKYQE+Pew== 0001144204-08-005420.txt : 20080131 0001144204-08-005420.hdr.sgml : 20080131 20080131164651 ACCESSION NUMBER: 0001144204-08-005420 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSTAR REALTY CENTRAL INDEX KEY: 0001273801 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80132 FILM NUMBER: 08565061 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMAMOTO DAVID T CENTRAL INDEX KEY: 0001139257 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 2123193400 MAIL ADDRESS: STREET 1: C/O NORTHSTAR CAPITAL INVESTMENT CORP STREET 2: 527 MADISON AVENUE 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v101554_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 

NorthStar Realty Finance Corp. 

(Name of Issuer)

Common Stock, par value $0.01 per share

  (Title of Class of Securities)

66704R100

  (CUSIP Number)

January 16, 2008

  (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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. 66704R100
     
 
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
David T. Hamamoto
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a) o
 
 
(b) o
 
 
 
3.
SEC Use Only
 
 
 
 
 
4.
Citizenship or Place of Organization
 
United States of America
     
     
Number of
5.
Sole Voting Power

2,917,549
Shares    
Beneficially    
Owned by
Each Reporting
Person With
6.
Shared Voting Power

502,922
     
     
 
7.
Sole Dispositive Power

2,917,549
     
     
 
8.
Shared Dispositive Power

502,922
     
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,420,471
 
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
5.2%
 
 
 
12.
Type of Reporting Person
 
IN
     
 

 
Item 1.
 
(a)
Name of Issuer
 
The name of the issuer is NorthStar Realty Finance Corp. (the “Company”).
 
 
(b)
Address of Issuer's Principal Executive Offices
 
The Company’s principal executive office is located at 399 Park Avenue, 18th Floor, New York, NY 10022.
 
 
Item 2. 
 
(a)
This statement on Schedule 13G (the “Statement”) is being filed by David T. Hamamoto. Mr. Hamamoto is hereinafter sometimes referred to as the “Reporting Person.”
 
 
 
 
(b)
The address of the business office of the Reporting Person is 399 Park Avenue, 18th Floor, New York, NY 10022.
 
 
 
 
(c)
Mr. Hamamoto is a citizen of the United States of America.
 
 
 
 
(d)
Common Stock, par value $0.01 per share (the “Common Stock”).
 
 
 
 
(e)
The CUSIP number for the Common Stock is 66704R100.
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable.
 

 
Item 4.
Ownership.
 
 
Of the 3,420,471 shares of Common Stock beneficially owned by Mr. Hamamoto, (i) 432,567 are owned directly by Mr. Hamamoto, (ii) 376,222 are owned by two trusts for the benefit of Mr. Hamamoto’s two minor children, (iii) 126,700 are owned by DTH Investment Holdings LLC, of which Mr. Hamamoto is the managing member, for the benefit of Mr. Hamamoto, his wife and a grantor trust for the benefit of Mr. Hamamoto’s two minor children, (iv) 227,964 represent common units of limited partnership interests (“OP Units”) in the Company’s operating partnership, NorthStar Realty Finance Limited Partnership, which are structured as profits interests (“LTIP Units”) and were granted as long-term incentive compensation under the Company’s 2004 Omnibus Stock Incentive Plan (the “Stock Incentive Plan”) to NRF Employee, LLC, and (v) 2,257,018 represent LTIP Units granted to Mr. Hamamoto under the Company’s 2004 Long-Term Incentive Bonus Plan (the “Incentive Bonus Plan”) and the Stock Incentive Plan. Conditioned upon minimum allocation to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one (1) OP Unit. Mr. Hamamoto has a membership interest in NRF Employee, LLC (the "Hamamoto LLC Interest") which currently entitles him to the beneficial ownership of 227,964 of the LTIP Units currently held by NRF Employee LLC. Mr. Hamamoto may redeem such Hamamoto LLC Interest for an equal number of the LTIP Units currently held by NRF Employee, LLC. The Hamamoto LLC Interest and 200,706 LTIP Units granted under the Incentive Bonus Plan are currently vested. Of the remaining 2,056,312 LTIP Units granted under the Stock Incentive Plan, 656,045 vest over a four year period, with 10% vesting quarterly beginning on January 29, 2008 and 30% vesting quarterly each year thereafter, and 1,400,267 vest quarterly over a three year period beginning on their respective dates of grant. Since LTIP Units may be converted into OP Units which are redeemable for cash or, at the Company’s election, shares of Common Stock, Mr. Hamamoto is deemed to beneficially own an equal number of shares of Common Stock. For purposes of this Statement, Mr. Hamamoto is voluntarily reporting beneficial ownership of LTIP Units which are not convertible into OP Units within 60 days of the date hereof.
 
The 3,420,471 shares of Common Stock reported to be beneficially owned by Mr. Hamamoto represent 5.2% of the Company’s issued and outstanding Common Stock as of the date hereof.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Not Applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
 
Not Applicable.
 

 
Item 9.
Notice of Dissolution of Group
 
 
Not Applicable.
 
Item 10.
Certification
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
January 31, 2008     
 
 
 
 
 
 
    /s/ David T. Hamamoto
 
David T. Hamamoto
 

 
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