SEC Info - Lieberman Ronald J. - ‘3’ for 4/18/12 re: Northstar Realty Finance Corp.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Lieberman Ronald J.

(Last)

(First)

(Middle)

C/O NORTHSTAR REALTY FINANCE CORP.

399 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
4/18/12

3. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY FINANCE CORP. [ NRF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units ⁽¹⁾	⁽²⁾	⁽¹⁾	Common Stock	143,129	⁽¹⁾	D
LTIP Units ⁽¹⁾	⁽³⁾	⁽¹⁾	Common Stock	27,881	⁽¹⁾	D

Explanation of Responses:

(1) Represents units of limited partnership interest structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP"), a majority-owned subsidiary and the operating partnership of NorthStar Realty Finance Corp. (the "Company"). Conditioned on minimum allocations to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one common unit of limited partnership interest in NRFLP. Each of the OP Units underlying these LTIP Units are redeemable at the election of the OP Unit holder for (1) cash equal to the then fair market value of one (1) share of Common Stock or (2) at the option of the Company in its capacity as general partner of NRFLP, one (1) share of common stock, par value $0.01 per share of the Company ("Common Stock"). The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

(2) These LTIP Units were granted as an inducement for Mr. Lieberman to accept employment with the Company. These LTIP Units vest as to 1/12 of the LTIP Units on the 29th day of January, April, July and October, commencing on July 29, 2011.

(3) These LTIP Units were granted as long-term performance based incentive compensation for 2011. These LTIP Units vest as to 1/12 of the LTIP Units on the 29th day of January, April, July and October, commencing on April 29, 2012.

	/s/ Ronald J. Lieberman	4/20/12
	** 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 Number.

Lieberman Ronald J. – ‘3’ for 4/18/12 re: Northstar Realty Finance Corp.

On: Friday, 4/20/12, at 4:18pm ET · For: 4/18/12 · As: Officer · Accession #: 1179110-12-7013 · File #: 1-32330

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
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