SEC Form 4 · accession 0000899243-16-036145
Ladder Capital Corp · LADR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard Park
Director
Period of report
Dec 8, 2016
Accepted (ET)
Dec 21, 2016 · 12:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001577670
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F5,F6 | Dec 8, 2016 | C | 3,137,211 | — | A | 6,340,182 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F7 | Dec 12, 2016 | S | 3,137,211 | $13.60 | D | 3,202,971 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F8 | Dec 12, 2016 | S | 81,905 | $13.60 | D | 3,121,066 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F9 | Dec 12, 2016 | S | 570,330 | $13.60 | D | 2,550,736 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units and Class B Common StockF1,F2,F5,F6,F7 | $0.00 | Dec 8, 2016 | C | 3,137,211 | D | — | — | Class A Common Stock | 3,137,211 | 12,268,870 | I |
Explanation of responses
- F1In connection with the December 2016 Offering (as defined herein), on December 8, 2016, GI Ladder Holdco, LLC ("Ladder Holdco") exchanged 3,137,211 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 3,137,211 shares of Class A Common Stock (the "Class A Common Stock") of LCC (the "Exchange"). No cash or other consideration was exchanged in connection with the Exchange. The exchange right has no expiration date.
- F2Includes 402,218 shares of Class A Common Stock held by GI Partners Fund III-A L.P. ("GI III-A") and 2,800,753 shares of Class A Common Stock held by GI Partners Fund III-B L.P. ("GI III-B"), in each case following the Exchange.
- F3On December 6, 2016, LCC entered into an Equity Underwriting Agreement with Ladder Holdco, GI III-A, GI III-B, the other selling stockholders party thereto (collectively with Ladder Holdco, GI III-A and GI III-B, the "Selling Stockholders"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, as representative of the several underwriters (the "Underwriters"), pursuant to which the Selling Stockholders agreed to (i) sell 10,000,000 shares of Class A Common Stock and (ii) provide the Underwriters an option to purchase an additional 1,500,000 shares of Class A Common Stock (the "Option Shares"), in an underwritten offering (the "December 2016 Offering"). On December 7, 2016, the Underwriters elected their option to purchase the Option Shares.
- F4(Continued from Footnote 3) In connection therewith, GI III-A sold 81,905 shares of Class A Common Stock, GI III-B sold 570,330 shares of Class A Common Stock and Ladder Holdco sold 3,137,211 shares of Class A Common Stock to the Underwriters on December 12, 2016.
- F5GI Partners Fund III L.P. ("GI III") owns Ladder Holdco. GI GP III L.P. ("GI GP LP") is the general partner of GI III, GI III-A, and GI III-B. GI Holdings III L.P. ("GI Holdings") is the limited partner of GI III, GI III-A, and GI III-B. GI GP III LLC ("GI GP LLC") is the general partner of each of GI GP LP and GI Holdings. Mr. Park is a member of the general partner of GI International L.P. ("GI Partners"), which is an affiliated entity of Ladder Holdco, GI III, GI III-A, GI III-B, GI GP LP, GI Holdings, and GI GP LLC.
- F6Mr. Park directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of Class A Common Stock and the shares of Units and Class B Common Stock reported herein. Mr. Park disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F7Following the December 2016 Offering, Ladder Holdco holds 12,268,870 Units and shares of Class B Common Stock and no other securities of LCC.
- F8Following the December 2016 Offering, GI III-A holds 320,313 shares of Class A Common Stock and no other securities of LCC.
- F9Following the December 2016 Offering, GI III-B holds 2,230,423 shares of Class A Common Stock and no other securities of LCC.