4//SEC Filing
NorthStar Asset Management Group Inc. 4
Accession 0001571049-17-000349
CIK 0001597503operating
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 9:34 PM ET
Size
14.8 KB
Accession
0001571049-17-000349
Insider Transaction Report
Form 4
Gilbert Daniel R
Chief Inv. and Op. Officer
Transactions
- Tax Payment
Common Stock
2017-01-10$15.69/sh−576,105$9,039,087→ 1,381,646 total - Exercise/Conversion
Performance Common Stock
2017-01-10−204,971→ 383,813 total - Exercise/Conversion
Common Stock
2017-01-10+204,971→ 1,580,203 total - Disposition to Issuer
Performance Common Stock
2017-01-10−383,813→ 0 total - Award
Common Stock
2017-01-10+377,548→ 1,957,751 total
Footnotes (7)
- [F1]Performance Common Stock is substantially identical to shares of the NorthStar Asset Management Group Inc.'s Common Stock, except that it is not entitled to share in distributions declared with respect to Common Stock and it does not entitle holders to vote, except with respect to limited matters impacting the rights of the Performance Common Stock. Upon vesting, shares of Performance Common Stock automatically convert into shares of Common Stock and the reporting person is entitled to receive the distributions that would have been paid with respect to a share of Common Stock (for each share of Performance Common Stock that vests) on or after the date the shares of Performance Common Stock were initially issued.
- [F2]Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award (each as defined below) that vested and was converted to shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger").
- [F3]The "2014 Performance-Based LT Bonus" consists of shares of Performance Common Stock granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return ("TSR") from January 1, 2014 through December 31, 2017. The "Absolute TSR Spin-Off Award" consists of shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to absolute TSR from April 3, 2014 through April 2, 2018.
- [F4]Represents the portion of the 2014 Performance-Based LT Bonus and Absolute TSR Spin-Off Award that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger.
- [F5]Represents shares of Common Stock issued upon vesting and automatic conversion of shares of Performance Common Stock that vested as described in footnote (2) above.
- [F6]Represents shares of Common Stock that were issued or vested pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger relating to the following awards: (i) the long-term performance based incentive compensation awards pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2015 and 2016 (the "2015 Performance-Based LT Bonus" and "2016 Performance-Based LT Bonus," respectively) and (ii) the shares of Performance Common Stock granted in connection with the spin-off of NSAM from NorthStar Realty Finance Corp. that were subject to vesting based on continued employment and the achievement of performance criteria related to TSR relative to the Russell 2000 Index from April 3, 2014 through April 2, 2018 (the "Relative TSR Spin-Off Award"). The remainder of each of the 2015 Performance-Based LT Bonus, 2016 Performance-Based LT Bonus and Relative TSR Spin-Off Award was forfeited.
- [F7]Represents shares of Common Stock retained by 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 and the issuance of shares of Common Stock to the reporting person upon conversion of shares of Performance Common Stock as described in footnotes (4) and (6) above.
Documents
Issuer
NorthStar Asset Management Group Inc.
CIK 0001597503
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001597503
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 9:34 PM ET
- Size
- 14.8 KB