Sec Form 4 Filing - Tylis Albert @ NORTHSTAR REALTY FINANCE CORP. - 2017-01-10

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 Tylis Albert 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) CEO and President of NSAM (Last) (First) (Middle) C/O NORTHSTAR REALTY FINANCE CORP., 399 PARK AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2017 (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 ( 1 ) 01/10/2017 A 58,493 A 735,061 ( 2 ) D Common Stock 01/10/2017 M 27,881 A 762,942 D Common Stock 01/10/2017 F( 4 ) 166,399 D $ 16.02 596,543 D Common Stock ( 5 ) 01/10/2017 D 596,543 D 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 Performance Restricted Stock Units ( 3 ) ( 3 ) 01/10/2017 M 27,881 ( 3 ) ( 3 ) Common Stock 27,881 $ 0 46,943 D Performance Restricted Stock Units ( 6 ) ( 6 ) 01/10/2017 D 46,943 ( 6 ) ( 6 ) Common Stock 46,943 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tylis Albert C/O NORTHSTAR REALTY FINANCE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK, NY10022 X CEO and President of NSAM Signatures /s/ Ronald J. Lieberman, as Attorney-in-Fact for Albert Tylis 01/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of NorthStar Realty Finance Corp. ("NRF"), par value $0.01 per share ("Common Stock"), that were issued or vested relating to the long-term performance based incentive compensation awards granted by NRF for 2015 and 2016 pursuant to the previously disclosed agreement entered into by the reporting person in connection with the merger (the "CLNS Merger") of New Sirius Inc. ("New NRF") into Colony NorthStar, Inc. ("CLNS") on January 10, 2017, which followed substantially concurrent reorganization transactions involving NRF (the "NRF Reorganization") pursuant to which NRF became a wholly owned subsidiary of New NRF, which had previously been a wholly owned subsidiary of NRF, and all of the outstanding shares of stock of NRF were converted into an equal number of shares of stock of New NRF. The remainder of these awards was forfeited. ( 2 )Includes 276,996 shares of Common Stock issued on January 10, 2017 in exchange for an equal number of LTIP Units of NorthStar Realty Finance Limited Partnership ("NRFLP"), when, as part of the NRF Reorganization, NRFLP merged with a wholly owned subsidiary of NRF, resulting in all outstanding LTIP Units in NRFLP becoming fully vested and converting into an equal number of shares of Common Stock. ( 3 )Represents the portion of the 2014 RSUs (as defined below) that vested and was settled pursuant to the previously disclosed agreement entered into by the reporting person in connection with the CLNS Merger. The "2014 RSUs" consist of RSUs granted as long-term performance based incentive compensation pursuant to NorthStar Asset Management Group Inc.'s Executive Incentive Bonus Plan for 2014 that were subject to vesting based on continued employment and the achievement of performance criteria related to total stockholder return from January 1, 2014 through December 31, 2017. Upon vesting, each 2014 RSU was to be settled in shares of Common Stock or LTIP Units of NRFLP, if available, and otherwise in cash. The 2014 RSUs expired and ceased to exist following settlement. ( 4 )Represents shares of Common Stock retained in order to satisfy tax withholding obligations arising from the vesting of shares of Common Stock previously granted and held by the reporting person and the issuance of shares of Common Stock to the reporting person in settlement of the RSUs described in footnotes (1) and (3) above. ( 5 )Represents shares of common stock of New NRF that were disposed of pursuant to the merger of New NRF with and into CLNS in exchange for shares of CLNS common stock at a ratio of one share of New NRF common stock for 1.0996 shares of CLNS common stock having a market value of $15.84 per share on the effective date of the CLNS Merger based on the reported closing sale price on such date. Prior to the merger of New NRF with and into CLNS, all outstanding shares of Common Stock were automatically converted into an equal number of shares of New NRF common stock pursuant to the NRF Reorganization. ( 6 )Represents the portion of the 2014 RSUs that was forfeited pursuant to the previously disclosed agreement entered into by the reporting person in connection with the NRF Reorganization and the CLNS Merger.

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