Sec Form 4 Filing - Schoenherr Charles W @ 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 Schoenherr Charles W 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 _____ Officer (give title below) _____ Other (specify below) (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 D 22,333 ( 2 ) D 0 D Common Stock ( 1 ) 01/10/2017 D 5,500 D 0 I By Schoenherr Interests LP

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 Schoenherr Charles W C/O NORTHSTAR REALTY FINANCE CORP. 399 PARK AVENUE, 18TH FLOOR NEW YORK, NY10022 X Signatures /s/ Ronald J. Lieberman, as Attorney-in-Fact for Charles W. Schoenherr 01/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 10, 2017, New Sirius Inc. ("New NRF") merged (the "CLNS Merger") with Colony NorthStar, Inc. ("CLNS"), which followed substantially concurrent reorganization transactions (the "NRF Reorganization") involving NorthStar Realty Finance Corp. ("NRF") 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 common stock, par value $0.01 per share, of NRF ("Common Stock") were converted into an equal number of shares of common stock of New NRF. ( 2 )Includes 10,724 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 )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.

Remarks: See Exhibit 24 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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