4//SEC Filing
MINAMI W D 4
Accession 0000899243-19-024371
CIK 0001646587other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 11:09 AM ET
Size
11.4 KB
Accession
0000899243-19-024371
Insider Transaction Report
Form 4
MINAMI W D
Director
Transactions
- Disposition to Issuer
Common Units
2019-09-30$17.01/sh−2,383$40,535→ 0 total→ Common Stock (2,383 underlying) - Disposition to Issuer
Common Stock
2019-09-30$17.01/sh−26,627$452,925→ 0 total - Disposition to Issuer
LTIP Units
2019-09-30$17.01/sh−17,528$298,151→ 0 total→ Common Stock (17,528 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2019, by and among CoRE PANEURO 2019 13 S.a.r.l, Nighthawk Merger Sub LLC ("Company Merger Sub"), NorthStar Realty Europe Corp. ("NRE"), Nighthawk Partnership Merger Sub LLC ("Partnership Merger Sub") and NorthStar Realty Europe Limited Partnership ("NRELP"), on September 30, 2019, (i) NRE merged with and into Company Merger Sub, with Company Merger Sub surviving the merger (the "Company Merger") and (ii) NRELP merged with and into Partnership Merger Sub, with Partnership Merger Sub surviving the merger (the "Partnership Merger").
- [F2]Reflects the disposition of each outstanding share of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement.
- [F3]Represents common units of limited partnership interest ("Common Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each Common Unit was redeemable for cash equal to the then fair market value of one share of NRE Common Stock or, at the option of NRE, one share of NRE Common Stock.
- [F4]Reflects the disposition of each issued and outstanding Common Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement
- [F5]The Common Units and LTIP Units (as defined below) did not have an expiration date.
- [F6]Represents units of limited partnership structured as profits interests ("LTIP Units") in NRELP, NRE's operating partnership. Prior to the Partnership Merger, each LTIP Unit was convertible into one Common Unit, which Common Unit could then be redeemed for cash equal to the then fair market value of one share of NRE Common Stock, or, at the option of NRE, one share of NRE Common Stock.
- [F7]Reflects the disposition of each issued and outstanding LTIP Unit held by the reporting person in connection with the Partnership Merger pursuant to the Merger Agreement.
Documents
Issuer
NorthStar Realty Europe Corp.
CIK 0001646587
Entity typeother
Related Parties
1- filerCIK 0001261919
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 11:09 AM ET
- Size
- 11.4 KB