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^*

HAMAMOTO DAVID T

(Last)

(First)

(Middle)

399 PARK AVENUE, 18TH FLOOR

C/O NORTHSTAR REALTY FINANCE CORP.

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY FINANCE CORP. [ NRF ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2009

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	12/31/2009		J		35,316	A	⁽¹⁾	648,641	D
Common Stock								13,047⁽²⁾	I	By DTH Investment Holdings LLC
Common Stock								0⁽³⁾	I	By trusts for which his children are beneficiaries
Common Stock								12,681	I	By DTH Holdings, LLC
Common Stock								67,591	I	By Oahu Holdings LLC

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)
LTIP Units⁽⁴⁾	⁽⁴⁾	12/31/2010		J			310,013⁽⁵⁾	10/29/2008	⁽⁴⁾	Common Stock	310,013	⁽⁴⁾⁽⁵⁾	0⁽⁶⁾	I	By a Grantor Trust
LTIP Units⁽⁴⁾	⁽⁴⁾	12/31/2010		J		310,013⁽⁵⁾		01/29/2009	⁽⁴⁾	Common Stock	310,013	⁽⁴⁾⁽⁵⁾	1,738,756	D
LTIP Units⁽⁴⁾	⁽⁴⁾	08/20/2012		G	V		99,573	01/29/2009	⁽⁴⁾	Common Stock	99,573	$0	1,639,183	D
LTIP Units⁽⁴⁾	⁽⁴⁾⁽⁷⁾⁽⁸⁾							⁽⁷⁾	⁽⁴⁾	Common Stock	689,744		689,744	D
Performance Restricted Stock Units⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock⁽⁹⁾	689,744⁽⁹⁾		689,744	D

Explanation of Responses:

1. These 35,316 shares of common stock, par value $0.01 per share ("Common Stock"), of NorthStar Realty Finance Corp. (the "Company") were transferred from a grantor retained annuity trust established by the reporting person directly to the reporting person for no consideration on December 31, 2009.

2. Includes 511 shares of Common Stock which were paid by the Company as a stock dividend on February 27, 2009.

3. The reporting person no longer has a reportable beneficial interest in 393,037 shares of Common Stock owned by trusts for which his children are the beneficiaries and included in the reporting person's prior ownership reports.

4. Represents units of partnership interest which are structured as profits interest ("LTIP Units") in NorthStar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of the Company. Conditioned on minimum allocations 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 common unit of partnership interest in NRFLP ("OP Units"). Each of the OP Units underlying these LTIP Units are 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 NRFLP, one (1) share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

5. The 310,013 LTIP Units, which were previously reported as an indirect ownership of the reporting person, were transferred on December 31, 2010 from the reporting person's grantor trust to the reporting person for no consideration. The 310,013 LTIP Units are being reported as the reporting person's direct ownership.

6. 210,282 LTIP Units are no longer reported by the reporting person because such units are held in trusts in which the reporting person holds no legal interest and the beneficiaries of such trusts are no longer minor children of the reporting person.

7. These 689,744 LTIP Units were granted as long-term incentive compensation for 2011 pursuant to the Company's Executive Incentive Bonus Plan for 2011. These LTIP Units vest as to 25% of the LTIP Units on each of the grant date, and January 29, 2013, 2014 and 2015, respectively. Notwithstanding the foregoing, none of these LTIP Units may be redeemed prior to January 1, 2015.

8. The aggregate cash amount payable pursuant to these LTIP Units and performance restricted stock units ("RSUs"), to the extent earned and to the extent shares of Common Stock are not available to be issued upon their redemption or settlement, respectively, may not exceed two times the initial dollar value of the reporting person's long-term bonus under the Company's Executive Incentive Bonus Plan for 2011, which was used to determine the number of LTIP Units and RSUs to be awarded.

9. These performance RSUs were granted as long-term performance based incentive compensation pursuant to the Company's Executive Incentive Bonus Plan for 2011. The RSUs will vest in full as of December 31, 2014 if the total stockholder return from January 1, 2011 through December 31, 2014 equals or exceeds 20% per year, compounded annually, and vest in part if the annual total stockholder return during this period is equal to 12.5% per year, compounded annually, or greater. If earned, each RSU will be settled, in shares of Common Stock or LTIP Units, if available, otherwise in cash. These RSUs will expire and cease to exist following settlement.

	/s/ Ronald J. Lieberman, as Attorney-in-Fact for David T. Hamamoto	08/22/2012
	** 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 4 (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).
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