Page 3 of 4 – SEC Filing
SCHEDULE 13G
| Item 1 |
| (a) | Name of Issuer |
| Northstar Asset Management Group Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices |
| 399 Park Avenue, 18th Floor, New York, New York 10022 |
| Item 2 |
| (a) | Name of Person Filing |
| Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams | |
| (b) | Address of Principal Business Office or, if none, Residence |
| Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams c/o Abrams Capital Management, L.P. 222 Berkeley Street, 21st Floor Boston, MA 02116 | |
| (c) | Citizenship |
| Abrams Capital, LLC – Delaware Abrams Capital Management, LLC – Delaware Abrams Capital Management, L.P. – Delaware David Abrams – United States | |
| (d) | Title of Class of Securities |
| Common Stock, par value $0.01 per share | |
| (e) | CUSIP Number |
| 66705Y104 |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act; |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4 | Ownership The percentages reported herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2016, that there were 189,058,628 shares of Common Stock of the Issuer outstanding as of May 5, 2016. |
| Item 4(a) | Amount Beneficially Owned** |
| Abrams Capital, LLC – 9,764,861 shares Abrams Capital Management, LLC – 10,309,545 shares Abrams Capital Management, L.P. – 10,309,545 shares David Abrams – 10,309,545 shares |
| Item 4(b) | Percent of Class |
| Abrams Capital, LLC – 5.16% Abrams Capital Management, LLC – 5.45% Abrams Capital Management, L.P. – 5.45% David Abrams – 5.45% |
| Item 4(c) | Number of shares as to which each such person has voting and dispositive power: |
| (i) | Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares |
| (ii) | shared power to vote or to direct the vote |
| Abrams Capital, LLC – 9,764,861 shares Abrams Capital Management, LLC – 10,309,545 shares Abrams Capital Management, L.P. – 10,309,545 shares David Abrams – 10,309,545 shares | |
| (iii) | sole power to dispose or to direct the disposition of |
| Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares | |
| (iv) | shared power to dispose or to direct the disposition of |
| Abrams Capital, LLC – 9,764,861 shares Abrams Capital Management, LLC – 10,309,545 shares Abrams Capital Management, L.P. – 10,309,545 shares David Abrams – 10,309,545 shares |
Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
| Item 5 | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
| Not applicable. | |
| Item 8 | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9 | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits | Exhibit |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 5, 2016. |
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