Initial Statement of Beneficial Ownership (3)
October 26 2016 - 6:29PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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MSD CAPITAL L P
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/16/2016
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3. Issuer Name
and
Ticker or Trading Symbol
NorthStar Asset Management Group Inc. [NSAM]
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(Last)
(First)
(Middle)
645 FIFTH AVENUE, 21ST FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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6506876
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I
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See footnotes
(1)
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Equity Swap (Obligation to Buy)
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11/1/2016
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11/1/2016
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Common Stock
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81542
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(4)
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I
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See footnotes
(1)
(2)
(3)
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Equity Swap (Obligation to Buy)
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4/26/2017
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4/26/2017
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Common Stock
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176400
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(4)
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I
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See footnotes
(1)
(2)
(3)
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Equity Swap (Obligation to Buy)
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6/16/2017
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6/16/2017
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Common Stock
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3878373
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(5)
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I
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See footnotes
(1)
(2)
(3)
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Equity Swap (Obligation to Buy)
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10/30/2017
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10/30/2017
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Common Stock
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19187
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(4)
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I
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See footnotes
(1)
(2)
(3)
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Equity Swap (Obligation to Buy)
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11/2/2020
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11/2/2020
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Common Stock
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149771
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(4)
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I
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See footnotes
(1)
(2)
(3)
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Equity Swap (Obligation to Buy)
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2/4/2021
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2/4/2021
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Common Stock
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1273876
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(5)
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I
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See footnotes
(1)
(2)
(3)
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Call Option (Obligation to Sell)
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(6)
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1/19/2018
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Common Stock
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1000000
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$17.50
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I
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See footnotes
(1)
(2)
(3)
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Put Option (Obligation to Sell)
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(7)
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1/19/2018
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Common Stock
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1000000
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$10.00
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I
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See footnotes
(1)
(2)
(3)
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Explanation of Responses:
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(
1)
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This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Sparrowhawk, L.P. ("MSD Sparrowhawk") and Orange Marlin Invesments, L.P. ("Orange Marlin"). MSD Sparrowhawk is the record and direct beneficial owner of 1,397,832 shares of the Issuer's common stock reported herein. Orange Marlin is the record and direct beneficial owner of 5,109,044 shares of the Issuer's common stock reported herein. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote continued]
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(
2)
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[continuation] Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
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(
3)
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Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker may be deemed to be a member of a group with MSD Partners, L.P., MSD Torchlight Partners, L.P. and MSD Torchlight Partners (MM), L.P., with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
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(
4)
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MSD Sparrowhawk is a party to equity swap agreements with counterparties. Each notional share subject to each agreement represents the economic equivalent of one share of the Issuer's common stock.
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(
5)
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Orange Marlin is a party to equity swap agreements with counterparties. Each notional share subject to each agreement represents the economic equivalent of one share of the Issuer's common stock.
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(
6)
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Orange Marlin is a party to a cash-settled call option, pursuant to which Orange Marlin is obligated at exercise to deliver the value of the shares of the Issuer's common stock underlying the option.
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(
7)
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Orange Marlin is a party to a cash-settled put option, pursuant to which Orange Marlin is obligated at exercise to deliver the value of the shares of the Issuer's common stock underlying the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MSD CAPITAL L P
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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MSD Sparrowhawk, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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Orange Marlin Investments, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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DELL MICHAEL S
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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Signatures
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MSD CAPITAL, L.P.
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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10/26/2016
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**
Signature of Reporting Person
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Date
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MSD SPARROWHAWK, L.P.
By: MSD Capital, L.P.
Its: General Partner
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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10/26/2016
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**
Signature of Reporting Person
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Date
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ORANGE MARLIN INVESTMENTS, L.P.
By: MSD Capital, L.P.
Its: General Partner
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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10/26/2016
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**
Signature of Reporting Person
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Date
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MICHAEL S. DELL
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Attorney-in-Fact
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10/26/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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