Sec Form 4 Filing - SALTZMAN RICHARD B @ NorthStar Realty Europe Corp. - 2018-03-15

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
SALTZMAN RICHARD B
2. Issuer Name and Ticker or Trading Symbol
NorthStar Realty Europe Corp. [ NRE]
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 EUROPE CORP., 590 MADISON AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2018
(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 03/15/2018 A 13,257 A $ 0 13,257 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
Restricted Stock Units ( 1 ) 03/15/2018 A 4,419 ( 2 ) ( 3 ) ( 3 ) Common Stock 8,838 ( 3 ) $ 0 4,419 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SALTZMAN RICHARD B
C/O NORTHSTAR REALTY EUROPE CORP.
590 MADISON AVENUE, 34TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Trevor K. Ross as Attorney-in-Fact for Richard B. Saltzman 03/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive up to two shares of common stock of NorthStar Realty Europe Corp. ("NRE").
( 2 )Represents a target number of restricted stock units that may vest based on the achievement of NRE total shareholder return ("TSR") from the grant date through February 28, 2021.
( 3 )Subject to continued service, the restricted stock units will vest (i) at 25% of the target if the TSR from the grant date through February 28, 2021 equals 8% per year, compounded annually, or greater, (ii) at 100% of the target if the TSR during this period equals or exceeds 15% per year, compounded annually, or greater, and (iii) at 200% of the target if the TSR during this period is equal to 20% per year, compounded annually, or greater, with the amount vesting for performance between such hurdles based on linear interpolation. If earned, each restricted stock unit will be settled in shares of common stock of NRE. These restricted stock units will expire and cease to exist following settlement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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