0001571049-17-000350.txt : 20170112 0001571049-17-000350.hdr.sgml : 20170112 20170112213920 ACCESSION NUMBER: 0001571049-17-000350 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170110 FILED AS OF DATE: 20170112 DATE AS OF CHANGE: 20170112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NorthStar Asset Management Group Inc. CENTRAL INDEX KEY: 0001597503 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAMAMOTO DAVID T CENTRAL INDEX KEY: 0001139257 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36301 FILM NUMBER: 17526266 MAIL ADDRESS: STREET 1: C/O COLONY NORTHSTAR, INC. STREET 2: 515 S. FLOWER ST., 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 t1700105x2.xml OWNERSHIP DOCUMENT X0306 4 2017-01-10 0 0001597503 NorthStar Asset Management Group Inc. NSAM 0001139257 HAMAMOTO DAVID T C/O NORTHSTAR ASSET MGMT GROUP INC. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 1 1 0 0 Executive Chairman Performance Common Stock 2017-01-10 4 M 0 307457 0 D 575719 D Performance Common Stock 2017-01-10 4 D 0 575719 0 D 0 D Common Stock 2017-01-10 4 M 0 307457 0 A 1906514 D Common Stock 2017-01-10 4 A 0 567897 0 A 2474411 D Common Stock 2017-01-10 4 F 0 939691 15.69 D 1534720 D Common Stock 400000 I By the David T. Hamamoto GRAT 2016-NSAM Common Stock 237559 I By the David T. Hamamoto GRAT 2015-NSAM Common Stock 6523 I By DTH Investment Holdings LLC Performance Common Stock is substantially identical to shares of the NorthStar Asset Management Group Inc.'s Common Stock, except that it is not entitled to share in distributions declared with respect to Common Stock and it does not entitle holders to vote, except with respect to limited matters impacting the rights of the Performance Common Stock. Upon vesting, shares of Performance Common Stock automatically convert into shares of Common Stock and the reporting person is entitled to receive the distributions that would have been paid with respect to a share of Common Stock (for each share of Performance Common Stock that vests) on or after the date the shares of Performance Common Stock were initially issued. Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award (each as defined below) that vested and was converted to shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger"). The "2014 Performance-Based LT Bonus" consists of shares of Performance Common Stock granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return ("TSR") from January 1, 2014 through December 31, 2017. The "Absolute TSR Spin-Off Award" consists of shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to absolute TSR from April 3, 2014 through April 2, 2018. Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. Represents shares of Common Stock issued upon vesting and automatic conversion of shares of Performance Common Stock that vested as described in footnote (2) above. Represents shares of Common Stock that were issued or vested pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger relating to the following awards: (i) the long-term performance based incentive compensation awards pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2015 and 2016 (the "2015 Performance-Based LT Bonus" and "2016 Performance-Based LT Bonus," respectively) and (ii) the shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to TSR relative to the Russell 2000 Index from April 3, 2014 through April 2, 2018 (the "Relative TSR Spin-Off Award"). The remainder of each of the 2015 Performance-Based LT Bonus, 2016 Performance-Based LT Bonus and Relative TSR Spin-Off Award was forfeited. Represents shares of Common Stock retained by NSAM in order to satisfy its tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person and the issuance of shares of Common Stock to the reporting person upon conversion of shares of Performance Common Stock as described in footnotes (4) and (6) above. Includes (i) 99,321 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT 2014-NSAM and (ii) 162,441 shares of Common Stock previously reported as held indirectly by the David T. Hamamoto GRAT 2015-NSAM. /s/ Ronald J. Lieberman, as Attorney-in-Fact for David T. Hamamoto 2017-01-12