UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Northstar Realty Finance Corp.
 (Name of Issuer)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

66704R100
(CUSIP Number)


December 31, 2013

(Date of Event Which Requires Filing of this Statement)


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

[  ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[  ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on 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
13G/A
Page 2 of 5 Pages


1.

NAME OF REPORTING PERSON

Brookside Capital Trading Fund, L.P.



2.
                                                (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                   (b)

3.

SEC USE ONLY


4.

CITIZENSHIP OR PLACE OF ORGANIZATION
       Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER

	7,657,781 Shares


6.

SHARED VOTING POWER
	0


7.

SOLE DISPOSITIVE POWER

	7,657,781 Shares


8.

SHARED DISPOSITIVE POWER
	0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,657,781 Shares

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.576%
12.

TYPE OF REPORTING PERSON
PN



Item 1(a).	Name of Issuer
       The name of the issuer to which this filing on Schedule 13G/A
relates is Northstar Realty Finance Corp. (the Company).
Item 1(b).	Address of Issuers Principal Executive Offices
       The principal executive offices of the Company are located at
399 Park Avenue, 18th Floor, New York, NY 10022.
Item 2(a).	Name of Person Filing
	This Statement is being filed on behalf of Brookside Capital
Trading Fund, L.P., a Delaware limited partnership (Trading Fund), whose
sole general partner is Brookside Capital Investors II, L.P., a Delaware
limited partnership (Brookside Investors II), whose sole general partner
is Brookside Capital Management, LLC, a Delaware limited liability company
(Brookside Management).
Item 2(b).	Address of Principal Business Office or, if none, Residence
       The principal business address of each of Trading Fund, Brookside
Investors II, and Brookside Management is John Hancock Tower, 200
Clarendon Street, Boston, MA 02116.
Item 2(c).	Citizenship
       Each of the Trading Fund, Brookside Investors II and Brookside
Management is organized under the laws of the State of Delaware.
Item 2(d).	Title of Class of Securities
       The class of equity securities of the Company to which this filing
on Schedule 13G/A relates is Common Stock, Par Value $0.01 Per Share
(Common Stock).
Item 2(e).	CUSIP Number
       The CUSIP number of the Companys 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:
(a) [  ]  Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [  ]  Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 73c).
(c) [  ]  Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [  ]  Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [  ]  An investment adviser in accordance with 13d-1(b)(1)(ii)(E).
(f) [  ]  An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) [  ]  A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G).
(h) [  ]  A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [  ]  A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [  ]  Group, in accordance with 240.13d-1(b)(1)(ii)(J).

  	[x]  If this statement is filed pursuant to 240.13d-1(c),
check this box.
Item 4.	Ownership
Item 4(a).  Amount beneficially owned
       As of the close of business on December 31, 2013, the Trading
Fund beneficially owned 7,657,781 shares of the Common Stock of the
Company.
Item 4(b).  Percent of Class
       As of the close of business on December 31, 2013, the Trading
Fund was the beneficial owner of 2.576% of the Common Stock of the
Company.  The percentage of Common Stock reported owned by the Trading
Fund is based upon 297,263,965 shares of Common Stock outstanding, which
is the total number of shares of Common Stock outstanding as of December
26, 2013, based on representations made in the Company's Prospectus
Supplement filed with the Securities and Exchange Commission on
December 30, 2013.
Item 4(c).  Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:	7,657,781 Shares

       (ii) shared power to vote or to direct the vote:	0

(iii) sole power to dispose or to direct the
disposition of:	7,657,781 Shares

       (iv) shared power to dispose or to direct the
       	disposition of:	0

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.

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:
       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, the undersigned certifies that, to the best of
its 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.
Dated:  February 12, 2014
       After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete,
and correct.

                          BROOKSIDE CAPITAL TRADING FUND, L.P.

                    By: Brookside Capital Investors II, L.P.,
                    its general partner

                    By: Brookside Capital Management, LLC,
                    its general partner


                        By:  /s/ William E. Pappendick IV
                        Name: William E. Pappendick IV
                              Title: Managing Director