Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

MSD Partners, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/16/2016

3. Issuer Name and Ticker or Trading Symbol

NorthStar Asset Management Group Inc. [NSAM]

(Last) (First) (Middle)

645 FIFTH AVENUE, 21ST FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10022

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12773573	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap (Obligation to Buy)	11/1/2016	11/1/2016	Common Stock	193941	⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Equity Swap (Obligation to Buy)	1/31/2017	1/31/2017	Common Stock	884389	⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Equity Swap (Obligation to Buy)	10/30/2017	10/30/2017	Common Stock	2632	⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Equity Swap (Obligation to Buy)	11/2/2020	11/2/2020	Common Stock	242681	⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Explanation of Responses:
( 1)	This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD Torchlight Partners, L.P. ("MSD Torchlight") and MSD Torchlight Partners (MM), L.P. ("MSD Torchlight (MM)"). MSD Torchlight is the record and direct beneficial owner of the shares of the Issuer's common stock reported herein. MSD Torchlight (MM) is the record and direct beneficial owner of the derivative securities reported herein. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by MSD Torchlight and MSD Torchlight (MM). MSD Partners (GP), LLC ("MSD Partners (GP)") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. [footnote continued]
( 2)	[continuation] Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Partners (GP) and may be deemed to beneficially own securities owned by MSD Partners (GP). Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
( 3)	Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker may be deemed to be a member of a group with Michael Dell, MSD Capital Management LLC, MSD Capital, L.P., MSD Sparrowhawk, L.P. and Orange Marlin Investments, 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. 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.
( 4)	MSD Torchlight (MM) 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MSD Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
MSD Torchlight Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
MSD Torchlight Partners (MM), L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022		X

Signatures
MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager		10/26/2016
^** Signature of Reporting Person		Date
MSD TORCHLIGHT PARTNERS, L.P. By: MSD Partners, L.P., Its: Investment Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager		10/26/2016
^** Signature of Reporting Person		Date
MSD TORCHLIGHT PARTNERS (MM), L.P. By: MSD Partners, L.P., Its: Investment Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager		10/26/2016
^** 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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.