SEC Form 5 · accession 0001104659-18-009752
Ready Capital Corp · RC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sutherland REIT Holdings, LP
10% Owner
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527590
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jan 31, 2017 | J | 729,328 | $0.00 | D | 13,004,631 | D | |
| Common StockF1,F2,F3,F4 | Feb 28, 2017 | J | 81,812 | $0.00 | D | 12,922,819 | D | |
| Common StockF1,F2,F3,F4 | May 31, 2017 | J | 53,826 | $0.00 | D | 12,868,993 | D | |
| Common StockF1,F2,F3,F4 | Jun 30, 2017 | J | 123,437 | $0.00 | D | 12,745,556 | D | |
| Common StockF5,F2,F3,F4 | Jun 30, 2017 | J | 1,171,494 | $0.00 | A | 13,917,050 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person received redemption requests (each a "SRH Redemption Request") from certain of its limited partners in respect of certain of their limited partnership interests in the Reporting Person ("SRH Units"). On January 31, 2017, February 28, 2017, May 31, 2017 and June 30, 2017, the Reporting Person satisfied each SRH Redemption Request by exchanging the SRH Units for an equal number of shares of Common Stock.
- F2Waterfall Management, LLC, an affiliate of the Issuer's external manager, serves as the general partner of the Reporting Person and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer that are held by the Reporting Person. However, Waterfall Management, LLC does not have an economic interest in certain of these shares and expects to distribute such shares to the beneficial owners of the Reporting Person upon their request in accordance with the Reporting Person's partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Reporting Person except to the extent of its economic interest.
- F3In addition, each of Thomas Capasse, Jack Ross, Frederick Herbst, Thomas Buttacavoli and Carole Mortensen is a principal or managing director of Waterfall Asset Management, LLC, the Issuer's external manager, and may be deemed to share voting and investment power over the shares of Common Stock of the Issuer held by the Reporting Person.
- F4Each of such individuals disclaims beneficial ownership of such shares of common stock, except to the extent of his economic interest therein. The inclusion of these shares of Common Stock of the Issuer in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F5On June 30, 2017, the Issuer received a redemption request (the "OP Holdings Redemption Request") from Sutherland OP Holding I, Ltd. ("Holdings I"), a Cayman corporation externally managed by Waterfall Asset Management, LLC, the Issuer's external manager, in respect of 1,171,494 operating partnership units in the Issuer's operating partnership subsidiary ("OP Units") held by Holdings I. On the same date, the Issuer notified Holdings I of its decision to satisfy the OP Holdings Redemption Request by exchanging by 1,171,494 shares of Common Stock for such OP Units. Holdings I then contributed the 1,171,494 shares of Common Stock to the Reporting Person in exchange for an equal number of units of partnership interests in the Reporting Person.