SEC Form 4 · accession 0001209191-16-133071
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
Jul 14, 2016
Accepted (ET)
Jul 18, 2016 · 5:37 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 share | Jul 14, 2016 | J | 21,230,769 | $212,307.69 | A | 21,230,769 | I | By Arbor Commercial Mortgage, LLC |
| Common Stock, par value $0.01 per share | holding | — | — | — | 5,349,053 | I | By Arbor Commercial Mortgage, LLC | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 180,000 | I | By Ivan and Lisa Kaufman Family Trust | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 3,598 | I | By son, Maurice Kaufman | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 1,617 | I | By son, Adam Kaufman under Uniform Gift to Minors Act | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 32,875 | I | By spouse, Lisa Kaufman |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership Common UnitsF3,F2,F4 | — | Jul 14, 2016 | J | 21,230,769 | A | Jul 14, 2017 | — | Common Stock, par value $0.01 per share | 21,230,769 | 21,230,769 | I |
Explanation of responses
- F1Pursuant to the Pairing Agreement, dated as of July 14, 2016, among Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), the Company will issue to ACM one share of Special Voting Preferred Stock, par value $0.01 per share, for each Partnership Common Unit that ARLP issues to ACM. On July 14, 2016, ARLP issued 21,230,769 Partnership Common Units to ACM and therefore, the Company issued the same number of shares of Special Voting Preferred Stock to ACM.
- F2Pursuant to the Partnership Agreement of ARLP, as amended and restated as of July 14, 2016, each Partnership Common Unit is redeemable at the election of the holder for the cash value of one share of Company's common stock, par value $0.01 per share (the "Common Stock"), which value is generally determined by the average of the daily closing prices for ten (10) consecutive trading days immediately preceding the date of the holder's election of redemption. In lieu of paying a redeeming holder this cash amount, the Company may elect to issue one share of Common Stock for each Partnership Common Unit surrendered for redemption.
- F3Pursuant to the Asset Purchase Agreement, dated February 25, 2016, by and among the Company, ARLP, Arbor Multifamily Lending, LLC ("AML" and together with ARLP, the "Buyer"), Arbor Commercial Funding, LLC ("ACF"), and ACM (together with ACF, the "Seller"), the Buyer agreed to purchase the agency business of ACM from the Seller (the "Acquisition"). The Acquisition was consummated on July 14, 2016 for a price of $276.0 million, 50% of which was paid in 21,230,769 Partnership Common Units of ARLP.
- F4Not applicable.