Sec Form 4 Filing - HAMAMOTO DAVID T @ NorthStar Asset Management Group Inc. - 2015-03-02

Insider filing report for Changes in Beneficial Ownership
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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
HAMAMOTO DAVID T
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O NORTHSTAR ASSET MGMNT GROUP INC., 399 PARK AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2015
(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 02/26/2015 G V 304,073 D $ 0 0 I By The David T. Hamamoto GRAT I-2013 ( 4 )
Common Stock 03/02/2015 S( 1 ) 400,000 D $ 23.7407 ( 2 ) 1,446,466 ( 3 ) D
Common Stock 250,000 I By The David T. Hamamoto GRAT I-2014-NSAM
Common Stock 6,523 I By DTH Investment Holdings LLC
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAMAMOTO DAVID T
C/O NORTHSTAR ASSET MGMNT GROUP INC.
399 PARK AVENUE, 18TH FLOOR
NEW YORK, NY10022
X Chairman and CEO
Signatures
/s/ Ronald J. Lieberman, as Attorney-in-Fact for David T. Hamamoto 03/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported were effected pursuant to a 10b5-1 sales plan (the "10b5-1 Plan") previously adopted by the reporting person on December 23, 2014. No shares remain available for sale under the 10b5-1 Plan.
( 2 )Represents a weighted average price per share. These shares were sold in multiple transactions ranging from $23.36 to $24.35, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Excludes: (i) 634,956 Deferred LTIP Units; (ii) 471,604 shares of common stock (or LTIP Units, to the extent available) of NorthStar Asset Management Group Inc. (the "Company") to be issued to the extent performance conditions are met on restricted stock units ("RSUs") previously issued by NorthStar Realty Finance Corp.; and (iii) awards issued pursuant to the Company's 2014 Omnibus Stock Incentive Plan consisting of an aggregate of 1,584,110 shares of performance common stock, which vest over four years and are subject to the achievement of various performance-based vesting conditions and continued employment, as further described in the Company's public filings. "Deferred LTIP Units" represent the right to receive an equal number of units of limited partnership interests ("LTIP Units") structured as profits interests in the Company's operating partnership, if any, or shares of the Company's common stock if such LTIP Units are not available.
( 4 )The reporting person previously held 378,787 shares of common stock in a grantor retained annuity trust. Upon termination of the trust on February 26, 2015, 304,073 shares of common stock were transferred to trusts for the benefit of the reporting person's adult children who do not share his household. The remaining 74,714 shares were distributed to the reporting person and are reported in this Form 4 as directly owned.

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