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Filing Details

Accession Number:: 0001571049-14-000097
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-01-14 17:10:30
Reporting Period:: 2013-09-06

Filing Date:: 2014-01-14
Accepted Time:: 2014-01-14 17:10:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1273801	Northstar Realty Finance Corp.	NRF	Real Estate Investment Trusts (6798)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1139257	T David Hamamoto	C/O Northstar Realty Finance Corp. 399 Park Avenue, 18Th Floor New York NY 10022	Chairman And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-01-13	639,182	$0.00	639,182	No	4	C	Direct
Common Stock	Disposition	2014-01-13	639,182	$14.14	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	LTIP Units	Disposition	2013-09-06	48,499	$0.00	48,499	$0.00
Common Stock	LTIP Units	Disposition	2014-01-13	474,534	$0.00	474,534	$0.00
Common Stock	LTIP Units	Disposition	2014-01-13	164,648	$0.00	164,648	$0.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
474,534	2008-07-29	No	4	G	Direct
0	2011-10-29	No	4	C	Direct
620,812	2008-10-29	No	4	C	Direct

Footnotes

Represents conversion of units of limited partnership interest ("LTIP Units") structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP") into common units of limited partnership interest ("OP Units") in NRFLP, which were redeemed for shares of common stock, par value $0.01 per share ("Common Stock"), of NorthStar Realty Finance Corp. (the "Company") pursuant to the terms of the LTIP Units described below in Note 4.
The sale reported was effected pursuant to the 10b5-1 sales plan (the "10b5-1 Plan") initially adopted by the reporting person on June 28, 2013. No shares remain available for sale under the 10b5-1 Plan.
Represents an average trading price, ranging from $14.04 to $14.21 per share. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Represents LTIP Units structured as profits interests in NRFLP, a majority-owned subsidiary and the operating partnership of the Company. Conditioned on minimum allocations 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 OP Unit in NRFLP. 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 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 do not have expiration dates.
These LTIP Units represent a portion of the 656,045 LTIP Units granted to the reporting person on October 4, 2007 as long-term retention awards pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a four year period beginning on January 29, 2008. All 656,045 LTIP Units were fully vested as of October 29, 2011.
These LTIP Units represent a portion of the 730,994 LTIP Units granted to the reporting person on January 16, 2008 as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a three year vesting period beginning April 29, 2008. All 730,994 LTIP Units were fully vested as of January 29, 2011.