SEC Form 4 · accession 0001104659-18-054829
ARBOR REALTY TRUST INC · ABR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ivan Kaufman
Officer — COB, CEO and President · Director · 10% Owner
Period of report
Aug 22, 2018
Accepted (ET)
Aug 31, 2018 · 5:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001253986
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Special Voting Preferred Stock, par value $0.01 per shareF1,F2 | Aug 29, 2018 | J | 577,185 | — | D | 14,873,236 | I | By Arbor Commercial Mortgage, LLC |
| Special Voting Preferred Stock, par value $0.01 per shareF3 | Aug 22, 2018 | S$0 | 1,378,175 | — | D | 200,000 | D | |
| Special Voting Preferred Stock, par value $0.01 per share | holding | — | — | — | 38,610 | I | By Arbor Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership Common UnitsF1,F2,F4 | — | Aug 29, 2018 | J | 577,185 | D | Aug 29, 2018 | — | Common Stock, par value $0.01 per share | 577,185 | 14,873,236 | I |
| Partnership Common UnitsF3,F4 | — | Aug 22, 2018 | S | 1,378,175 | D | Aug 22, 2018 | — | Common Stock, par value $0.01 per share | 1,378,175 | 200,000 | D |
| Partnership Common UnitsF4 | — | holding | — | — | — | — | — | Not applicable | — | 38,610 | I |
Explanation of responses
- F1On July 14, 2016, Arbor Realty Limited Partnership, a Delaware limited partnership, issued Partnership Common Units ("OP Units") to Arbor Commercial Mortgage, LLC ("ACM") and, therefore, Arbor Realty Trust, Inc. (the "Company") issued Special Voting Preferred Stock ("Preferred Shares") to ACM. On August 29, 2018, ACM distributed 577,185 OP Units and Preferred Shares with a fair market value of approximately $6.8 million to two of its partners in consideration for their respective membership interests. The fair market value was determined using the average closing stock price of the Company from August 16, 2018 through August 29, 2018 of $11.86.
- F2Mr. Kaufman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F3In connection with estate planning, on August 22, 2018, Mr. Kaufman sold 1,378,175 OP Units and Preferred Shares with a fair value of approximately $14.6 million to a trust for the benefit of his immediate family administered by independent trustees for approximately $14.6 million of cash. The trustees of the trust engaged an external third party valuation firm to assist the trust in deriving the fair value, which was determined to be $10.58 per share.
- F4Not applicable.