0001571049-16-010480.txt : 20160104
0001571049-16-010480.hdr.sgml : 20160104
20160104202438
ACCESSION NUMBER: 0001571049-16-010480
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160104
FILED AS OF DATE: 20160104
DATE AS OF CHANGE: 20160104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTHSTAR REALTY FINANCE CORP.
CENTRAL INDEX KEY: 0001273801
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,
STREET 2: 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-547-2640
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE,
STREET 2: 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: NORTHSTAR REALTY
DATE OF NAME CHANGE: 20031218
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: 001-32330
FILM NUMBER: 161319939
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
t1600006x12_hess-f4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-01-04
0
0001273801
NORTHSTAR REALTY FINANCE CORP.
NRF
0001245523
HESS DEBRA ANN
C/O NORTHSTAR REALTY FINANCE CORP.
399 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10022
0
1
0
0
Chief Financial Officer
Common Stock
2016-01-04
4
M
0
20430
A
27511
D
Common Stock
2016-01-04
4
F
0
9298
17.03
D
18213
D
Performance Restricted Stock Units
2016-01-04
4
M
0
20430
0
D
Common Stock
20430
0
D
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 NorthStar Asset Management Group Inc. ("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, 20,430 shares of Common Stock were issued in settlement of the RSUs described in footnote (1) above.
Represents shares of Common Stock retained by NRF in order to satisfy its tax withholding obligations arising from the issuance of shares of Common Stock to the reporting person.
Excludes: (i) 86,107 LTIP Units; and (ii) 35,080 shares of NRF'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. "LTIP Units" are units of limited partnership interest structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP"), NRF'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 NRFLP, 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 NRF, one share of NRF'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