Filing Details
- Accession Number:
- 0001571049-14-000682
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-03-04 17:19:42
- Reporting Period:
- 2014-02-28
- Filing Date:
- 2014-03-04
- Accepted Time:
- 2014-03-04 17:19:42
- 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 |
|---|---|---|---|---|---|---|---|
| 1465572 | Albert Tylis | C/O Northstar Realty Finance Corp. 399 Park Avenue, 18Th Floor New York NY 10022 | President | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2014-03-03 | 331,055 | $0.00 | 331,055 | No | 4 | C | Direct | |
| Common Stock | Disposition | 2014-03-03 | 331,055 | $15.51 | 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
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Restricted Stock Units | Acquisiton | 2014-02-28 | 261,064 | $0.00 | 261,064 | $0.00 |
| Common Stock | Deferred LTIP Units | Acquisiton | 2014-02-28 | 261,064 | $0.00 | 261,064 | $0.00 |
| Common Stock | Deferred LTIP Units | Acquisiton | 2014-02-28 | 125,717 | $0.00 | 125,717 | $0.00 |
| Common Stock | LTIP Units | Disposition | 2014-03-03 | 94,056 | $0.00 | 94,056 | $0.00 |
| Common Stock | Performance LTIP Units | Disposition | 2014-03-03 | 236,999 | $0.00 | 236,999 | $0.00 |
| Common Stock | Performance LTIP Units | Disposition | 2014-03-03 | 5,000 | $0.00 | 5,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 261,064 | No | 4 | A | Direct | ||
| 261,064 | No | 4 | A | Direct | ||
| 125,717 | No | 4 | A | Direct | ||
| 94,056 | No | 4 | C | Direct | ||
| 287,168 | No | 4 | C | Direct | ||
| 282,168 | No | 4 | G | Direct |
Footnotes
- These performance restricted stock units ("RSUs") were granted as long-term performance based incentive compensation for 2013 pursuant to NorthStar Realty Finance Corp.'s (the "Company") Executive Incentive Bonus Plan for 2013. The RSUs will vest in full as of December 31, 2016 if the total stockholder return from January 1, 2013 through December 31, 2016 equals or exceeds 12% per year, compounded annually, and vest in part if the total stockholder return during this period is equal to 6% per year, compounded annually, or greater. If earned, each RSU will be settled, in shares of common stock, par value $0.01 per share, of the Company ("Common Stock") or units of limited partnership interests ("LTIP Units") structured as profits interests in the operating partnership of the Company or its successor ("New LTIP Units"), if available, otherwise in cash. These RSUs will expire and cease to exist following settlement.
- Deferred LTIP Units are equity awards representing the right to receive either New LTIP Units or, if New LTIP Units are not available upon settlement of the award, shares of Common Stock. All Deferred LTIP Units are to be settled on March 15, 2015 in an equal number of New LTIP Units, which will remain subject to the same vesting terms as the Deferred LTIP Units. However, if New LTIP Units are not available as of March 15, 2015, (1) the then vested Deferred LTIP Units will be settled in an equal number of shares of Common Stock on March 15, 2015, and (2) any then unvested Deferred LTIP Units will remain outstanding and will be settled upon vesting. Any settlement of Deferred LTIP Units after March 15, 2015, will be in an equal number of either New LTIP Units, if then available, or shares of Common Stock. Deferred LTIP Units will expire and cease to exist following settlement for New LTIP Units or shares of Common Stock.
- LTIP Units of limited partnership interests ("LTIP Units") in NorthStar Realty Finance Limited Partnership ("NRFLP") are structured as profits interests. 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 common unit of limited partnership interest in NRFLP. Each of the common units underlying these LTIP Units are redeemable at the election of the holder for (1) cash equal to the then fair market value of one 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 common units and redeem common units do not have expiration dates.
- Represents Deferred LTIP Units granted as long-term incentive compensation for 2013 pursuant to the Company's Executive Incentive Bonus Plan for 2013. Twenty-five percent of the total number of Deferred LTIP Units are scheduled to vest on each of the grant date, and January 29, 2015, 2016 and 2017, respectively, subject to continued employment through such dates and potential acceleration in certain circumstances. None of the LTIP Units or shares of Common Stock issued upon settlement of the Deferred LTIP Units may be transferred, converted or redeemed on or before December 31, 2016, except for equity interests withheld to satisfy minimum tax withholding.
- Represents Deferred LTIP Units granted in lieu of deferred cash bonus for 2013 pursuant to the Company's Executive Incentive Bonus Plan for 2013. The Deferred LTIP Units are scheduled to vest on December 31, 2015, subject to continued employment through such dates and potential acceleration in certain circumstances.
- Represents conversion of LTIP Units in NRFLP into common units of partnership interest ("OP Units") in NRFLP, which were redeemed for shares of Common Stock pursuant to the terms of the LTIP Units described above in Note 3.
- Represents a weighted average price per share. These shares were sold in multiple transactions ranging from $15.29 to 15.63, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- These LTIP Units represent the remaining portion of the LTIP Units granted as long-term incentive compensation for 2011 pursuant to the Company's Executive Incentive Bonus Plan for 2011. Fifty percent of these remaining LTIP Units have vested, and the remaining fifty percent are scheduled to vest as on January 29, 2015. The LTIP Units converted represent the vested portion of these remaining LTIP Units.
- These LTIP Units were granted as long-term incentive compensation under the Company's Executive Compensation Incentive Plan based on the achievement of cumulative performance goals for the three-year period ended December 31, 2012. The LTIP Units are fully vested. Notwithstanding the foregoing, the remaining 282,168 LTIP Units held by the reporting person following the reported transactions may not be redeemed prior to January 1, 2015.
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