Sec Form 4 Filing - MSD CAPITAL L P @ NorthStar Asset Management Group Inc. - 2016-10-27

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 MSD CAPITAL L P 2. Issuer Name and Ticker or Trading Symbol NorthStar Asset Management Group Inc. [ NSAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 645 FIFTH AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/27/2016 X/K 81,542 A $ 13.955 ( 1 ) 6,588,418 I See footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 10/27/2016 J/K 81,542 D $ 13.947 ( 1 ) 6,506,876 I See foonotes ( 2 ) ( 3 ) ( 4 )

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 Equity Swap $ 13.955 ( 1 ) 10/27/2016 X/K 1 11/01/2016 11/01/2016 Common Stock 81,542 ( 1 ) 0 I See footnotes ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MSD CAPITAL L P 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X MSD Sparrowhawk, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X Orange Marlin Investments, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X DELL MICHAEL S 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X Signatures MSD Capital, L.P.By: MSD Capital Management LLCIts: General PartnerBy: Marc R. Lisker ______________________________________ Name: Marc R. LiskerTitle: Manager 10/31/2016 Signature of Reporting Person Date MSD SPARROWHAWK, L.P.By: MSD Capital, L.P.Its: General PartnerBy: MSD Capital Management LLCIts: General PartnerBy: _______________________________________Name: Marc R. LiskerTitle: Manager 10/31/2016 Signature of Reporting Person Date ORANGE MARLIN INVESTMENTS, L.P.By: MSD Capital, L.P.Its: General PartnerBy: MSD Capital Management LLCIts: General Partner By: __________________________________Name: Marc R. LiskerTitle: Manager 10/31/2016 Signature of Reporting Person Date MICHAEL S. DELL By: _______________________________Name: Marc R. LiskerTitle: Attorney-in-Fact 10/31/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 27, 2016, an equity swap agreement existing among the reporting persons and a counterparty was cash settled pursuant to its contractual terms. The termination of the equity swap agreement and the reported acquisition of common stock therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. ( 2 )This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Sparrowhawk, L.P. ("MSD Sparrowhawk") and Orange Marlin Invesments, L.P. ("Orange Marlin"). MSD Sparrowhawk is the record and direct beneficial owner of 1,397,832 shares of the Issuer's common stock reported herein. Orange Marlin is the record and direct beneficial owner of 5,109,044 shares of the Issuer's common stock reported herein. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [footnote continued] ( 3 )[continuation] Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. ( 4 )Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker may be deemed to be a member of a group with MSD Partners, L.P., MSD Torchlight Partners, L.P. and MSD Torchlight Partners (MM), L.P., with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Dell, Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

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