Statement of Changes in Beneficial Ownership (4)
January 12 2017 - 4:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
*
MSD Partners, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
NorthStar Asset Management Group Inc.
[
NSAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
645 FIFTH AVENUE, 21ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/10/2017
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. 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
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/10/2017
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J
(1)
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12967514
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D
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(1)
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0
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I
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See footnote
(2)
(3)
(4)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Explanation of Responses:
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(
1)
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On January 10, 2017, pursuant to a merger agreement among the Issuer, Colony Capital, Inc. ("Colony"), NorthStar Realty Finance Corp. ("NRF"), Colony NorthStar, Inc. ("Colony NorthStar") and certain other parties, the Issuer, Colony and NRF merged with and into Colony NorthStar. In connection with these transactions, the Reporting Persons acquired securities of Colony NorthStar. The Reporting Persons no longer beneficially own any securities of the Issuer.
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(
2)
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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
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(
3)
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[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.
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(
4)
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Each reporting person and each of Messrs. Fuhrman and Lisker may be deemed to be a member of a group 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 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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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 Partners, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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MSD Torchlight Partners, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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MSD Torchlight Partners (MM), L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORI, NY 10022
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X
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Signatures
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MSD Partners, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager
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1/12/2017
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**
Signature of Reporting Person
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Date
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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
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1/12/2017
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**
Signature of Reporting Person
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Date
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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
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1/12/2017
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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 4(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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