Sec Form 4 Filing - Gilbert Daniel R @ NORTHSTAR REALTY FINANCE CORP. - 2013-05-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gilbert Daniel R 2. Issuer Name and Ticker or Trading Symbol NORTHSTAR REALTY FINANCE CORP. [ NRF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Inv. & Op. Officer (Last) (First) (Middle) 399 PARK AVENUE, 18TH FLOOR, C/O NORTHSTAR REALTY FINANCE CORP. 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2013 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/09/2013 C 452,426 A 514,873 D Common Stock 05/09/2013 S 259,685 D $ 9.666 ( 2 ) 255,188 D Common Stock 05/10/2013 S 192,741 D $ 9.8384 ( 3 ) 62,447 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIP Units ( 4 ) ( 4 ) 05/09/2013 C 452,426 ( 4 ) ( 4 ) Common Stock 452,426 ( 4 ) 1,481,652 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilbert Daniel R 399 PARK AVENUE, 18TH FLOOR C/O NORTHSTAR REALTY FINANCE CORP. NEW YORK, NY10022 Chief Inv. & Op. Officer Signatures Daniel R. Gilbert 05/10/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Gilbert converted 452,426 units of limited partnership interest ("LTIP Units") 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"), into 452,426 common units of partnership interests in NRFLP ("OP Units"), which were redeemed for 452,426 shares of common stock ("Common Stock"), par value $0.01 per share, of the Company. ( 2 )The price included in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $9.65 to $9.70, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )The price included in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $9.80 to $9.9001, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )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 OP Unit. Each of the OP Units underlying these LTIP Units is redeemable 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. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. ( 5 )Does not include 743,967 performance based restricted stock units held by the reporting person that may be settled in LTIP Units, if available and earned.

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 4(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).

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