Sec Form 4 Filing - HAMAMOTO DAVID T @ NORTHSTAR REALTY FINANCE CORP. - 2013-09-06

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 REALTY FINANCE CORP. [ NRF] 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 REALTY FINANCE CORP., 399 PARK AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2013 (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 01/13/2014 C 639,182 A 639,182 D Common Stock 01/13/2014( 2 ) S( 2 ) 639,182 D $ 14.14 ( 3 ) 0 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 ) 09/06/2013 G 48,499 ( 5 ) 07/29/2008( 5 ) ( 4 ) Common Stock 48,499 $ 0 474,534 D LTIP Units ( 4 ) ( 4 ) 01/13/2014 C 474,534 ( 5 ) 10/29/2011( 5 ) ( 4 ) Common Stock 474,534 $ 0 0 D LTIP Units ( 4 ) ( 4 ) 01/13/2014 C 164,648 ( 6 ) 10/29/2008( 6 ) ( 4 ) Common Stock 164,648 $ 0 620,812 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAMAMOTO DAVID T C/O NORTHSTAR REALTY FINANCE CORP. 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 01/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents conversion of units of limited partnership interest ("LTIP Units") structured as profits interests in NorthStar Realty Finance Limited Partnership ("NRFLP") into common units of limited partnership interest ("OP Units") in NRFLP, which were redeemed for shares of common stock, par value $0.01 per share ("Common Stock"), of NorthStar Realty Finance Corp. (the "Company") pursuant to the terms of the LTIP Units described below in Note 4. ( 2 )The sale reported was effected pursuant to the 10b5-1 sales plan (the "10b5-1 Plan") initially adopted by the reporting person on June 28, 2013. No shares remain available for sale under the 10b5-1 Plan. ( 3 )Represents an average trading price, ranging from $14.04 to $14.21 per share. 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 )Represents LTIP Units structured as profits interests in NRFLP, a majority-owned subsidiary and the operating partnership of 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 OP Unit 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 share of Common Stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. ( 5 )These LTIP Units represent a portion of the 656,045 LTIP Units granted to the reporting person on October 4, 2007 as long-term retention awards pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a four year period beginning on January 29, 2008. All 656,045 LTIP Units were fully vested as of October 29, 2011. ( 6 )These LTIP Units represent a portion of the 730,994 LTIP Units granted to the reporting person on January 16, 2008 as long-term incentive compensation pursuant to the Company's 2004 Omnibus Stock Incentive Plan, which vested quarterly over a three year vesting period beginning April 29, 2008. All 730,994 LTIP Units were fully vested as of January 29, 2011.

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