0001571049-16-010474.txt : 20160104 0001571049-16-010474.hdr.sgml : 20160104 20160104202236 ACCESSION NUMBER: 0001571049-16-010474 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160104 DATE AS OF CHANGE: 20160104 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: HESS DEBRA ANN CENTRAL INDEX KEY: 0001245523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36301 FILM NUMBER: 161319932 MAIL ADDRESS: STREET 1: C/O NORTHSTAR REALTY FINANCE CORP. STREET 2: 399 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 t1600006_x6-f4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-31 0 0001597503 NorthStar Asset Management Group Inc. NSAM 0001245523 HESS DEBRA ANN C/O NORTHSTAR ASSET MGMT GROUP INC. 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 1 0 0 Chief Financial Officer Common Stock 2015-12-31 4 F 0 31311 11.97 D 194404 D Common Stock 2016-01-04 4 M 0 40860 A 235264 D Common Stock 2016-01-04 4 F 0 15473 12.14 D 219791 D Performance Restricted Stock Units 2016-01-04 4 M 0 20430 0 D Common Stock 40860 0 D Represents shares of Common Stock retained by NorthStar Asset Management Group Inc. ("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. As previously disclosed in filings with the Securities and Exchange Commission, represents performance restricted stock units ("RSUs") granted as long-term performance based incentive compensation pursuant to NorthStar Realty Finance Corp.'s Executive Incentive Bonus Plan for 2012. As a result of the spin-offs of NSAM and NorthStar Realty Europe Corp. ("NRE") from NorthStar Realty Finance Corp. ("NRF") and as a result of the 1-for-2 reverse stock split of NRF that occurred on November 1, 2015, each RSU was adjusted to relate to one share of NRF common stock, two shares of NSAM common stock and one-third of a share of NRE common stock. The RSUs vested in full based on the achievement of the maximum performance hurdle initially established for the RSUs, which was total stockholder return in excess of 12% per year, compounded annually, for the period from January 1, 2012 through December 31, 2015. On January 4, 2016, 40,860 shares of Common Stock were issued in settlement of the RSUs described in footnote (2) above. Represents shares of Common Stock retained by NSAM in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnote (2) above. Excludes: (i) 99,163 LTIP Units; (ii) 29,007 shares of NSAM's common stock (or LTIP Units, to the extent available) to be issued to the extent performance conditions are met on RSUs previously issued by NRF and (iii) 313,785 shares of performance common stock issued pursuant to NSAM's 2014 Omnibus Stock Incentive Plan, which are subject to performance-based and time-based vesting conditions and continued employment. "LTIP Units" are units of limited partnership interest structured as profits interests in NSAM LP, NSAM's operating partnership. 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 OP Unit in NSAM LP, which may then be redeemed for cash equal to the then fair market value of one share of common stock or, at the option of NSAM, one share of NSAM's common stock. Reflects 1-for-2 reverse stock split of NRF that occurred on November 1, 2015. /s/ Ronald J. Lieberman, as Attorney-in-Fact for Debra A. Hess 2016-01-04