SEC Form 4 · accession 0001104659-18-051999
Ready Capital Corp · RC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack J. Ross
Officer — President · Director
Period of report
Aug 10, 2018
Accepted (ET)
Aug 14, 2018 · 5:00 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,F3,F4 | Aug 10, 2018 | A | 2,333 | — | A | 19,709 | I | By Waterfall |
| Common StockF5 | holding | — | — | — | 145,871 | I | By Robin J. Ross 2009 Trust | |
| Common StockF6 | holding | — | — | — | 120,797 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 10, 2018, the board of the directors of the Issuer approved the issuance of 8,123 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 2,333 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 8,123 shares based on the Reporting Person's percentage ownership in the Manager.
- F2These shares represent the 19,709 shares of Common Stock of the Issuer out of the 60,154 and 8,454 total shares of Common Stock owned by the Manager and its affiliate, 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 of direct ownership interests in Waterfall.
- F3WM serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock 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 13,741,454 shares of Common Stock held by the Partnership.
- F4However, 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 19,709 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership.
- F5The 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.
- F6The 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.