4//SEC Filing
NORTHSTAR REALTY FINANCE CORP. 4
Accession 0001571049-14-002784
CIK 0001273801operating
Filed
Jun 30, 8:00 PM ET
Accepted
Jul 1, 7:05 AM ET
Size
16.1 KB
Accession
0001571049-14-002784
Insider Transaction Report
Form 4
Junquera Oscar
Director
Transactions
- Disposition to Issuer
LTIP Units
2014-06-30−13,856→ 0 total→ Common Stock (13,856 underlying) - Other
Common Stock
2014-06-30+24,568→ 24,568 total - Disposition to Issuer
LTIP Units
2014-06-30−10,204→ 0 total→ Common Stock (10,204 underlying) - Disposition to Issuer
LTIP Units
2014-06-30−13,777→ 0 total→ Common Stock (13,777 underlying) - Disposition to Issuer
LTIP Units
2014-06-30−11,299→ 0 total→ Common Stock (11,299 underlying)
Footnotes (6)
- [F1]Pursuant to the merger of Northstar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of NorthStar Realty Finance Corp. ("Old NRF"), with and into Old NRF on June 30, 2014, the LTIP Units (as defined below) held by the reporting person were converted into an equal number of shares of common stock of NRFC Sub-REIT Corp. ("Sub-REIT"). NRFLP ceased to exist as a separate entity following this merger and Old NRF subsequently merged with and into Sub-REIT with Sub-REIT as the successor (together with Old NRF prior to the merger, the "Company"). In the merger between Old NRF and Sub-REIT, all outstanding shares of Sub-REIT's common stock remained outstanding and Sub-REIT changed its name to NorthStar Realty Finance Corp. Shares of Sub-REIT's common stock into which the LTIP Units were converted remain subject to the same restrictions to which the LTIP Units were subject prior to their conversion.
- [F2]Represents units of limited partnership interest ("LTIP Units") structured as profits interests in NRFLP. Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit was convertible, at the election of the holder, into one OP Unit in NRFLP. Each of the OP Units underlying these LTIP Units was 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 or (2) at the option of the Company in its capacity as general partner of NRFLP, one share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units did not have expiration dates.
- [F3]These LTIP Units were granted pursuant to the Company's 2004 Omnibus Stock Incentive Plan and vested quarterly over a three year vesting period beginning April 29, 2011.
- [F4]These LTIP Units were granted pursuant to the Company's 2004 Omnibus Stock Incentive Plan, as amended from time to time, and were immediately vested.
- [F5]Reflects 1-for-2 reverse stock split that occurred on June 30, 2014 following the merger of NRFLP with and into Old NRF.
- [F6]The conversion of the LTIP Units into shares of Sub-REIT's common stock was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.
Documents
Issuer
NORTHSTAR REALTY FINANCE CORP.
CIK 0001273801
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001273801
Filing Metadata
- Form type
- 4
- Filed
- Jun 30, 8:00 PM ET
- Accepted
- Jul 1, 7:05 AM ET
- Size
- 16.1 KB