SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAMAMOTO DAVID T

(Last) (First) (Middle)
C/O NORTHSTAR REALTY EUROPE CORP.
399 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NorthStar Realty Europe Corp. [ NRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 01/10/2017 A 30,796 A (1) 354,916 D
Common Stock 01/10/2017 M 13,941 A (2) 368,857 D
Common Stock 01/10/2017 F(4) 170,137 D $12.44 198,720 D
Common Stock 165,179 I By the David T. Hamamoto GRAT 2016- NRE
Common Stock 184,338 I By the David T. Hamamoto GRAT I-2015
Common Stock 1,087 I By DTH Investment Holdings LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units(2)(3) (2) 01/10/2017 M 41,823 (2) (2) Common Stock 13,941 $0 70,414 D
Performance Restricted Stock Units(3)(5) (5) 01/10/2017 D 70,414 (5) (5) Common Stock 23,471 $0 0 D
Explanation of Responses:
1. 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 merger of NorthStar Asset Management Group Inc. ("NSAM") into Colony NorthStar, Inc. on January 10, 2017 (the "CLNS Merger") relating the long-term performance based incentive compensation awards granted by NorthStar Realty Europe Corp. ("NRE") for 2015 and 2016. The remainder of these awards was forfeited.
2. Represents the portion of the 2014 RSUs (as defined below) that vested and was settled in shares of Common Stock pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of restricted stock units 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 units of limited partnership interest structured as profits interests in the operating partnership of NRE, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement.
3. As a result of the spin-off of NRE from NorthStar Realty Finance Corp. ("NRF") and subsequent reverse stock split of NRF, each 2014 RSU was adjusted to relate to one share of NRF common stock and one-third of a share of NRE common stock.
4. Represents shares of Common Stock retained by NRE 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 (2) above.
5. 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 CLNS Merger.
/s/ Trevor K. Ross, as Attorney-in-Fact for David T. Hamamoto 01/12/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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