Statement of Changes in Beneficial Ownership (4)
December 01 2017 - 5:40PM
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
*
Colony NorthStar, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
NorthStar Realty Europe Corp.
[
NRE
]
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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)
515 S. FLOWER STREET, 44TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2017
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(Street)
LOS ANGELES, CA 90071
(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, $0.01 par value
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11/30/2017
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P
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37408
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A
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$14.55
(1)
(2)
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5574317
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I
(3)
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See Footnote
(3)
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Common Stock, $0.01 par value
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12/1/2017
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P
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62220
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A
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$14.54
(1)
(4)
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5636537
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I
(3)
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See Footnote
(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. 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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The Reporting Persons have disclosed the purchase price on the basis of the weighted average of all such open market purchases on such date and undertake to provide upon request by the Staff full information regarding the number of shares purchased at each separate price.
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(2)
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Reflects purchases executed at prices between $14.48 and $14.59.
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(3)
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Reflects shares of Common Stock held directly by Colony Capital Operating Company, LLC, a Delaware limited liability company ("CCOC"). CCOC is a direct subsidiary and the operating company of Colony NorthStar, Inc., a Maryland corporation ("Colony NorthStar"). Colony NorthStar may be deemed to beneficially own the Common Stock directly owned by CCOC.
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(4)
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Reflects purchases executed at prices between $14.31 and $14.61.
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Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person
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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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Colony NorthStar, Inc.
515 S. FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071
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X
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Colony Capital Operating Company, LLC
515 S. FLOWER STREET, 44TH FLOOR
LOS ANGELES, CA 90071
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X
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Signatures
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COLONY NORTHSTAR, INC., By: /s/ Mark M. Hedstrom, Executive Vice President & Chief Operating Officer
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12/1/2017
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**
Signature of Reporting Person
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Date
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COLONY CAPITAL OPERATING COMPANY, LLC, By: /s/ Mark M. Hedstrom, Vice President
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12/1/2017
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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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