SEC Form 4 · accession 0001104659-16-159643

Ready Capital Corp · RC

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $12.85 to $12.95, inclusive on November 25, 2016. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
• F2The Reporting Person owns the shares of common stock of the Issuer through the Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the trustee and sole beneficiary of the trust. The trustee of the trust has sole voting and investment power with respect to the securities held by the trust.
• F3The Reporting Person owns the shares of common stock of the Issuer through the Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of the Reporting Person and his wife. These shares of common stock were erroneously reported as being owned indirectly by the Reporting Person on his Form 3, and this Form 4 reflects that they are owned directly by the Reporting Person.
• F4These shares represent the 12,376 shares of common stock of the Issuer out of the 38,757 and 8,454 total shares of common stock held by Waterfall Asset Management, LLC and Waterfall Management, LLC (collectively, "Waterfall"), respectively, based on the Reporting Person's percentage ownership in Waterfall. The Reporting Person disclaims beneficial ownership of the shares held by Waterfall, except to the extent of his economic interest therein.
• F5These shares represent 213,742 shares of common stock of the Issuer out of the 13,733,959 total shares of common stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage ownership in the Partnership. Waterfall Management, LLC, an affiliate of Waterfall Asset Management, LLC, the Issuer's external manager, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Partnership. In addition, the Reporting Person is a principal of Waterfall Asset Management, LLC and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement.
• F6Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of common stock, except to the extent of the 213,742 shares reported herein, which represents his economic interest in the Partnership. [The Reporting Person owns interests in the Partnership through the Jack J. Ross and Mrs. Robin J. Ross JTWROS and Robin J. Ross 2009 Trust] [Waterfall to confirm]. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the sole trustee and beneficiary of the trust. The trustee of the trust have sole voting and investment power with respect to the securities held by the trust.