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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northstar Realty Finance Corp. (New) | NYSE:NRF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.13 | 0 | 01:00:00 |
MARYLAND
|
02-0732285
|
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
CALCULATION OF REGISTRATION FEE
|
|
||
Title of Each Class of
Securities to be Registered
|
Amount to be Registered
(1)
(2)
|
Proposed Maximum Offering Price Per Share
(3)
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common stock, $.01 par value per share
|
3,000,000
|
$15.19
|
$45,570,000
|
$5,281.56
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may become issuable under the NorthStar Realty Finance Corp. Third Amended and Restated 2004 Omnibus Stock Incentive Plan (the “Omnibus Plan”) by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock, $.01 par value per share.
|
(2)
|
Represents an additional 3,000,000 of shares of common stock, $.01 par value per share, of NorthStar Realty Finance Corp., a Maryland corporation (the “Shares”), issuable under the Omnibus Plan. Shares issuable under the Omnibus Plan include (a) awards of restricted Shares, (b) if Units (as defined in the Omnibus Plan) are awarded under the Omnibus Plan, the Shares issuable upon redemption of such Units, (c) awards of phantom stock units subject to certain restrictions, (d) awards of entitlements to receive credits based on cash dividends that would have been paid on the Shares if such Shares had been issued to and held by the recipient of such entitlements, or (e) Shares issuable upon exercise of stock options, stock appreciation rights or certain Other Awards (as defined in Section 12 of the Omnibus Plan) made under the Omnibus Plan.
|
(3)
|
Estimated solely for purposes of determining the registration fee pursuant to the provisions of Rules 457(c) and 457(h) under the Securities Act by averaging the high and low sales prices of NorthStar Realty Finance Corp. common stock as reported by the New York Stock Exchange on December 23, 2016.
|
Exhibit No.
|
Description
|
4.1
|
Articles of Restatement of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K, filed on August 7, 2014)
|
4.2
|
Articles of Amendment to the Charter of NorthStar Realty Finance Corp., dated October 30, 2015 and effective November 1, 2015 (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K filed on November 2, 2015)
|
4.3
|
Articles of Amendment to the Charter of NorthStar Realty Finance Corp., dated October 30, 2015 and effective November 1, 2015 (incorporated by reference to Exhibit 3.2 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K filed on November 2, 2015)
|
4.4
|
Amended and Restated Bylaws of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K, filed on June 3, 2016)
|
5.1*
|
Opinion of Venable LLP
|
23.1*
|
Consent of Grant Thornton LLP
|
23.2
|
Consent of Venable LLP (included in Exhibit 5.1)
|
24.1
|
Power of Attorney (included in signature page)
|
99.1
|
NorthStar Realty Finance Corp. Third Amended and Restated 2004 Omnibus Stock Incentive Plan (incorporated by reference to Appendix A to NorthStar Realty Finance Corp.’s definitive Proxy Statement on Schedule 14A filed on May 13, 2016)
|
|
|
*
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Filed herewith.
|
|
|
|
|
NORTHSTAR REALTY FINANCE CORP.
|
|
|
|
|
|
By:
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/s/ Ronald J. Lieberman
|
|
Name:
|
Ronald J. Lieberman
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David T. Hamamoto
|
|
Chairman
|
|
December 27, 2016
|
David T. Hamamoto
|
|
|
|
|
|
|
|
|
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/s/ Jonathan A. Langer
|
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Chief Executive Officer and President
|
|
December 27, 2016
|
Jonathan A. Langer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
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/s/ Debra A. Hess
|
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Chief Financial Officer
|
|
December 27, 2016
|
Debra A. Hess
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
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/s/ Judith A. Hannaway
|
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Director
|
|
December 27, 2016
|
Judith A. Hannaway
|
|
|
|
|
|
|
|
|
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/s/ Wesley D. Minami
|
|
Director
|
|
December 27, 2016
|
Wesley D. Minami
|
|
|
|
|
|
|
|
|
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/s/ Louis J. Paglia
|
|
Director
|
|
December 27, 2016
|
Louis J. Paglia
|
|
|
|
|
|
|
|
|
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/s/ Gregory Z. Rush
|
|
Director
|
|
December 27, 2016
|
Gregory Z. Rush
|
|
|
|
|
|
|
|
|
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/s/ Charles W. Schoenherr
|
|
Director
|
|
December 27, 2016
|
Charles W. Schoenherr
|
|
|
|
|
Exhibit No.
|
Description
|
4.1
|
Articles of Restatement of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K, filed on August 7, 2014)
|
4.2
|
Articles of Amendment to the Charter of NorthStar Realty Finance Corp., dated October 30, 2015 and effective November 1, 2015 (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K filed on November 2, 2015)
|
4.3
|
Articles of Amendment to the Charter of NorthStar Realty Finance Corp., dated October 30, 2015 and effective November 1, 2015 (incorporated by reference to Exhibit 3.2 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K filed on November 2, 2015)
|
4.4
|
Amended and Restated Bylaws of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.1 to NorthStar Realty Finance Corp.’s Current Report on Form 8-K, filed on June 3, 2016)
|
5.1*
|
Opinion of Venable LLP
|
23.1*
|
Consent of Grant Thornton LLP
|
23.2
|
Consent of Venable LLP (included in Exhibit 5.1)
|
24.1
|
Power of Attorney (included in signature page)
|
99.1
|
NorthStar Realty Finance Corp. Third Amended and Restated 2004 Omnibus Stock Incentive Plan (incorporated by reference to Appendix A to NorthStar Realty Finance Corp.’s definitive Proxy Statement on Schedule 14A filed on May 13, 2016)
|
|
|
*
|
Filed herewith.
|
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