0000899243-19-024392.txt : 20190930 0000899243-19-024392.hdr.sgml : 20190930 20190930120424 ACCESSION NUMBER: 0000899243-19-024392 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20190930 DATE AS OF CHANGE: 20190930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Junquera Oscar CENTRAL INDEX KEY: 0001517635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37597 FILM NUMBER: 191125015 MAIL ADDRESS: STREET 1: C/O COLONY NORTHSTAR, INC. STREET 2: 590 MADISON AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NorthStar Realty Europe Corp. CENTRAL INDEX KEY: 0001646587 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 320468861 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-30 1 0001646587 NorthStar Realty Europe Corp. NRE 0001517635 Junquera Oscar C/O NORTHSTAR REALTY EUROPE CORP. 590 MADISON AVE., 34TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2019-09-30 4 D 0 23808 17.01 D 0 D LTIP Units(3) 2019-09-30 4 D 0 17528 17.01 D Common Stock 17528 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2019, by and among CoRE PANEURO 2019 13 S.a.r.l, Nighthawk Merger Sub LLC ("Company Merger Sub"), NorthStar Realty Europe Corp. ("NRE"), Nighthawk Partnership Merger Sub LLC ("Partnership Merger Sub") and NorthStar Realty Europe Limited Partnership ("NRELP"), on September 30, 2019, (i) NRE merged with and into Company Merger Sub, with Company Merger Sub surviving the merger (the "Company Merger") and (ii) NRELP merged with and into Partnership Merger Sub, with Partnership Merger Sub surviving the merger (the "Partnership Merger"). Reflects the disposition of each outstanding share of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement. Represents units of limited partnership structured as profits interests ("LTIP Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each LTIP Unit was convertible into one common unit of limited partnership interest in NRELP, which could then be redeemed for cash equal to the then fair market value of one share of NRE Common Stock, or, at the option of NRE, one share of NRE Common Stock. Reflects the disposition of each issued and outstanding LTIP Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement. The LTIP Units did not have an expiration date. /s/ Trevor K. Ross, as attorney-in-fact for Oscar Junquera 2019-09-30