SEC Form 4 · accession 0001104659-18-034560
Ready Capital Corp · RC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Buttacavoli
Officer — Chief Investment Officer
Period of report
May 16, 2018
Accepted (ET)
May 18, 2018 · 5:47 pm EDT
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 | May 16, 2018 | A | 1,143 | — | A | 5,209 | I | By Waterfall |
| Common StockF3 | holding | — | — | — | 16,227 | D | ||
| Common StockF4,F5 | holding | — | — | — | 64,723 | I | By Sutherland REIT Holdings, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 16, 2018, the board of the directors of the Issuer approved the issuance of 13,274 shares of Common Stock to Waterfall Asset Management, LLC, its external manager (the "Manager"), as payment of 50% of the incentive distribution payable to the Manager pursuant to the management agreement between the Issuer and the Manager. The 1,143 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 13,274 shares based on the Reporting Person's percentage ownership in the Manager.
- F2These shares represent the 5,209 shares of Common Stock of the Issuer out of the 52,031 and 8,454 total shares of Common Stock held by the Manager and Waterfall Management, LLC ("WM" and together with the Manager, "Waterfall"), respectively, including through each entity's ownership of Sutherland REIT Holdings, LP (the "Partnership") 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. The 5,209 shares include 2,342 shares omitted from the Reporting Person's Form 3 filed on November 10, 2016 (the "Form 3"). The Form 3 also reported the Reporting Person's total indirect ownership through Waterfall as 3,711 when it should have been reported as 1,724 shares.
- F3The 16,227 shares of Common Stock reported as held directly by the Reporting Person in Column 5 herein include: (i) 13,926 shares previously owned indirectly by the Reporting Person through Intellectual Capital Solutions Corp ("ICSC"), as reported in the Form 3, but are now held directly and (ii) 2,301 shares of Common Stock that were erroneously omitted from the Form 3.
- F4These shares represent 64,723 shares of Common Stock of the Issuer out of the 13,913,400 total shares of Common Stock held by the Partnership based on the Reporting Person's percentage of direct ownership interests in the Partnership. WM, an affiliate of the 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 the Manager and may be deemed to share voting and investment power over the shares of Common Stock of the Issuer held by the Partnership.
- F5However, WM 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. Accordingly, WM 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 64,723 shares reported herein, which represents his economic interest in the Partnership.