0001571049-17-000370.txt : 20170112 0001571049-17-000370.hdr.sgml : 20170112 20170112215100 ACCESSION NUMBER: 0001571049-17-000370 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 Realty Europe Corp. CENTRAL INDEX KEY: 0001646587 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 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: 001-37597 FILM NUMBER: 17526307 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 t1700106x2.xml OWNERSHIP DOCUMENT X0306 4 2017-01-10 0 0001646587 NorthStar Realty Europe Corp. NRE 0001139257 HAMAMOTO DAVID T C/O NORTHSTAR REALTY EUROPE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2017-01-10 4 A 0 30796 A 354916 D Common Stock 2017-01-10 4 M 0 13941 A 368857 D Common Stock 2017-01-10 4 F 0 170137 12.44 D 198720 D Common Stock 165179 I By the David T. Hamamoto GRAT 2016- NRE Common Stock 184338 I By the David T. Hamamoto GRAT I-2015 Common Stock 1087 I By DTH Investment Holdings LLC Performance Restricted Stock Units 2017-01-10 4 M 0 41823 0 D Common Stock 13941 70414 D Performance Restricted Stock Units 2017-01-10 4 D 0 70414 0 D Common Stock 23471 0 D 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 merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger") relating the long-term performance based incentive compensation awards granted by NorthStar Realty Europe Corp. ("NRE") for 2015 and 2016. The remainder of these awards was forfeited. Represents the portion of the 2014 RSUs (as defined below) that vested and was settled in shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of restricted stock units 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 from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or units of limited partnership interest structured as profits interests in the operating partnership of NRE, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement. As a result of the spin-off of NRE from NorthStar Realty Finance Corp. ("NRF") and subsequent reverse stock split of NRF, each 2014 RSU was adjusted to relate to one share of NRF common stock and one-third of a share of NRE common stock. Represents shares of Common Stock retained by NRE in order to satisfy 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 in settlement of the RSUs described in footnotes (1) and (2) above. Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. /s/ Trevor K. Ross, as Attorney-in-Fact for David T. Hamamoto 2017-01-12