4//SEC Filing
NORTHSTAR REALTY FINANCE CORP. 4
Accession 0001571049-17-000353
CIK 0001273801operating
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 9:40 PM ET
Size
17.1 KB
Accession
0001571049-17-000353
Insider Transaction Report
Form 4
Lieberman Ronald J.
EVP & General Counsel
Transactions
- Exercise/Conversion
Common Stock
2017-01-10+7,586→ 133,826 total - Award
Common Stock
2017-01-10+21,230→ 126,240 total - Disposition to Issuer
Performance Restricted Stock Units
2017-01-10−2,390→ 0 total→ Common Stock (2,390 underlying) - Tax Payment
Common Stock
2017-01-10$16.02/sh−37,050$593,541→ 96,776 total - Disposition to Issuer
Common Stock
2017-01-10−96,776→ 0 total - Exercise/Conversion
Performance Restricted Stock Units
2017-01-10−7,586→ 2,390 total→ Common Stock (7,586 underlying)
Footnotes (6)
- [F1]Represents shares of common stock of NorthStar Realty Finance Corp. ("NRF"), par value $0.01 per share ("Common Stock"), that were issued or vested relating to the long-term performance based incentive compensation awards granted by NRF for 2015 and 2016 pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger (the "CLNS Merger") of New Sirius Inc. ("New NRF") into Colony NorthStar, Inc. ("CLNS") on January 10, 2017, which followed substantially concurrent reorganization transactions involving NRF (the "NRF Reorganization") pursuant to which NRF became a wholly owned subsidiary of New NRF, which had previously been a wholly owned subsidiary of NRF, and all of the outstanding shares of stock of NRF were converted into an equal number of shares of stock of New NRF. The remainder of these awards was forfeited.
- [F2]Includes 32,048 shares of Common Stock issued on January 10, 2017 in exchange for an equal number of LTIP Units of NorthStar Realty Finance Limited Partnership ("NRFLP"), when, as part of the NRF Reorganization, NRFLP merged with a wholly owned subsidiary of NRF, resulting in all outstanding LTIP Units in NRFLP becoming fully vested and converting into an equal number of shares of Common Stock.
- [F3]Represents the portion of the 2014 RSUs (as defined below) that vested and was settled pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of RSUs 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 from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or LTIP Units of NRFLP, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement.
- [F4]Represents shares of Common Stock retained in order to satisfy 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 in settlement of the RSUs described in footnotes (1) and (3) above.
- [F5]Represents shares of common stock of New NRF that were disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of CLNS common stock at a ratio of one share of New NRF common stock for 1.0996 shares of CLNS common stock having a market value of $15.84 per share on the effective date of the CLNS Merger based on the reported closing sale price on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Common Stock were automatically converted into an equal number of shares of New NRF common stock pursuant to the NRF Reorganization.
- [F6]Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the NRF Reorganization and the CLNS Merger.
Documents
Issuer
NORTHSTAR REALTY FINANCE CORP.
CIK 0001273801
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001273801
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 9:40 PM ET
- Size
- 17.1 KB