SEC Form 4 · accession 0001012975-18-000870

RAIT Financial Trust · RAS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrew Mark Silberstein

Other

Period of report

Jun 27, 2018

Accepted (ET)

Jun 29, 2018 · 5:54 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001045425

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
7.75% Series A Cumulative Redeemable Preferred Shares^F1,F2	Jun 27, 2018	A	383,147	—	A	383,147	I	By ARS VI Investor I, LP
8.375% Series B Cumulative Redeemable Preferred Shares^F1,F2	Jun 27, 2018	A	167,828	—	A	167,828	I	By ARS VI Investor I, LP
8.875% Series C Cumulative Redeemable Preferred Shares^F1,F2	Jun 27, 2018	A	117,605	—	A	117,605	I	By ARS VI Investor I, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Cumulative Redeemable Preferred Shares^F3,F2	—	Jun 27, 2018	D	2,270,610	D	—	—	Series E Cumulative Redeemable Preferred Shares	2,270,610	668,580	I
Series D Cumulative Redeemable Preferred Shares^F1,F2	—	Jun 27, 2018	D	668,580	D	—	—	Series E Cumulative Redeemable Preferred Shares	668,580	0	I

Explanation of responses

F1668,580 shares of Series D Cumulative Redeemable Preferred Shares (the "Exchange Shares") were exchanged with the issuer pursuant to the terms of the Redemption and Exchange Agreement dated as of June 27, 2018 (the "Exchange Agreement") among the issuer, certain subsidiaries of the issuer and ARS VI Investor I, LP (the "Investor"). Pursuant to the terms of the Exchange Agreement, the Exchange Shares were exchanged for (i) 383,147 Series A Cumulative Redeemable Preferred Shares, (ii) 167,828 Series B Cumulative Redeemable Preferred Shares and (iii) 117,605 Series C Cumulative Redeemable Preferred Shares.
F2The reported securities are owned directly by the Investor, a limited partnership in which the reporting person indirectly holds an equity interest. The Investor converted from a limited liability company into a limited partnership on December 31, 2013. Prior to the conversion, the Investor was known as ARS VI Investor I, LLC. Pursuant to the Securities Purchase Agreement dated as of October 1, 2012 among the Investor, the issuer and certain subsidiaries of the issuer, the Investor had the right to designate a trustee on the issuer's board of trustees (the "Designation Right"), and the Investor had previously designated the reporting person to the issuer's board of trustees. The Designation Right was cancelled in connection with the Exchange Agreement, and the reporting person has resigned from the issuer's board of trustees. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.
F3These securities were redeemed by the issuer pursuant to the terms of the Exchange Agreement. The redemption price per Series D Cumulative Redeemable Preferred Share in the Exchange Agreement was $25.00 per share.