4//SEC Filing
Ross Trevor Kincaid 4
Accession 0000899243-19-024386
CIK 0001646587other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 11:46 AM ET
Size
22.9 KB
Accession
0000899243-19-024386
Insider Transaction Report
Form 4
Ross Trevor Kincaid
General Counsel and Secretary
Transactions
- Award
Common Stock
2019-09-30+20,161→ 155,064 total - Award
Common Stock
2019-09-30+6,782→ 168,628 total - Disposition to Issuer
Common Units
2019-09-30$17.01/sh−1,773$30,159→ 0 total→ Common Stock (1,773 underlying) - Disposition to Issuer
Common Stock
2019-09-30$17.01/sh−168,628$2,868,362→ 0 total - Exercise/Conversion
Restricted Stock Units
2019-09-30−16,129→ 0 totalExercise: $0.00→ Common Stock (16,129 underlying) - Exercise/Conversion
Common Stock
2019-09-30+6,782→ 161,846 total - Exercise/Conversion
Restricted Stock Units
2019-09-30−3,391→ 0 totalExercise: $0.00→ Common Stock (6,782 underlying) - Exercise/Conversion
Common Stock
2019-09-30+16,129→ 134,903 total
Footnotes (11)
- [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").
- [F10]The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of December 31, 2019 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control.
- [F11]The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of February 28, 2021 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control.
- [F2]Represents shares of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), underlying an award of restricted stock units granted in connection with the spin-off of NRE from NorthStar Realty Finance Corp. on October 31, 2015 that were subject to vesting based on the achievement of certain performance criteria relating to NRE's absolute and relative total shareholder return ("TSR"). These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the consideration payable per share of NRE Common Stock in the Company Merger pursuant to the Merger Agreement, which is approximately $17.01 (the "Per Share Consideration").
- [F3](continued from footnote 2) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration.
- [F4]Represents shares of NRE Common Stock underlying an award of restricted stock units granted in 2018 that were subject to vesting based on the achievement of certain performance criteria. These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the Per Share Consideration.
- [F5](continued from footnote 4) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration.
- [F6]Reflects the disposition of each outstanding share of NRE Common Stock and each vested restricted stock unit held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement.
- [F7]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.
- [F8]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.
- [F9]The Common Units did not have an expiration date.
Documents
Issuer
NorthStar Realty Europe Corp.
CIK 0001646587
Entity typeother
Related Parties
1- filerCIK 0001655444
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 11:46 AM ET
- Size
- 22.9 KB