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4//SEC Filing

NORTHSTAR REALTY 4

Accession 0001144204-07-058577

CIK 0001273801operating

Filed

Nov 5, 7:00 PM ET

Accepted

Nov 6, 5:23 PM ET

Size

8.2 KB

Accession

0001144204-07-058577

Insider Transaction Report

Form 4
Period: 2007-11-06
Transactions
  • Award

    LTIP Units

    2007-11-06+25,140396,637 total
    Common Stock (25,140 underlying)
Footnotes (3)
  • [F1]Represents units of partnership interest which are structured as profits interest ("LTIP Units") in Northstar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of Northstar Realty Financial Corp. (the "Company"). Conditioned on minimum allocation 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 common unit of partnership interest in NRFLP ("OP Units"). Each of the OP Units underlying these LTIP Units are redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one (1) share of common stock, par value $0.01 per share of the Company (the "Common Stock"), or (2) at the option of the Company in its capacity as general partnership of NRFLP, one (1) share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.
  • [F2]These LTIP Units were awarded in connection with the Company's having met the return hurdle under the Company's 2004 Long-Term Incentive Bonus Plan ("2.5% Plan") for the one-year period ended September 30, 2007. These LTIP Units are immediately vested.
  • [F3]Of the 396,637 LTIP Units, 56,754 represent Mr. McCready's interest in NRF Employee, LLC, which was issued a certain number of LTIP Units by NRFLP on October 29, 2004 and November 19, 2004 (the "McCready LLC Interest"). The McCready LLC Interest is currently vested and entitles Mr. McCready to beneficial ownership of 56,754 of the Employee LLC LTIP Units. Mr. McCready may redeem such McCready LLC Interest for LTIP Units on a one-for-one basis. The right to redeem the McCready LLC Interest for LTIP Units does not have an expiration date. Additionally, of the 396,637 LTIP Units, 187,441 vest as set forth in footnote 2 to the Form 4 filed by Mr. McCready on October 5, 2007, 72,816 vest quarterly over a three year vesting period beginning April 29, 2007, 29,346 vest quarterly over a three year vesting period beginning April 29, 2006 and 25,140 were awarded in connection with the Company having met the return hurdle under the Company's 2.5% Plan for the one-year period ended September 30, 2006 and were immediately vested.

Issuer

NORTHSTAR REALTY

CIK 0001273801

Entity typeoperating
IncorporatedMD

Related Parties

1
  • filerCIK 0001273801

Filing Metadata

Form type
4
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 5:23 PM ET
Size
8.2 KB