SEC Form 4 · accession 0000899243-17-006400
Ladder Capital Corp · LADR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard Park
Director
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 4:51 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 | Mar 1, 2017 | C | 1,675,013 | — | A | 4,245,074 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F7 | Mar 3, 2017 | S | 1,675,013 | $13.59 | D | 2,570,061 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F8 | Mar 3, 2017 | S | 304,510 | $13.59 | D | 2,265,551 | I | See Footnotes |
| Class A Common StockF3,F4,F5,F6,F9 | Mar 3, 2017 | S | 43,731 | $13.59 | D | 2,221,820 | 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 | Mar 1, 2017 | C | 1,675,013 | D | — | — | Class A Common Stock | 1,675,013 | 10,733,427 | I |
Explanation of responses
- F1In connection with the February 2017 Equity Sale (as defined herein), on March 1, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") exchanged 1,675,013 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 1,675,013 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 322,739 shares of Class A Common Stock held by GI Partners Fund III-A L.P. ("GI III-A") and 2,247,322 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 February 27, 2017, LCC, Related Real Estate Fund II, L.P. ("Related"), which is an affiliate of The Related Companies, L.P., and certain pre-IPO stockholders of LCC, including Ladder HoldCo, GI III-A and GI III-B, entered into a Stock Purchase Agreement, pursuant to which Related agreed to purchase (the "February 2017 Equity Sale") $80.0 million of Ladder's Class A common stock (the "Shares") from the pre-IPO stockholders, including Ladder HoldCo, GI III-A and GI III-B. The investment was made by a wholly owned subsidiary of Related. The February 2017 Equity Sale closed on March 3, 2017.
- F4(Continued from Footnote 3) In connection therewith, GI III-A sold 43,731 shares of Class A Common Stock, GI III-B sold 304,510 shares of Class A Common Stock and Ladder Holdco sold 1,675,013 shares of Class A Common Stock to Related on March 3, 2017.
- 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 February 2017 Equity Offering, Ladder Holdco holds 10,733,427 Units and shares of Class B Common Stock and no other securities of LCC.
- F8Following the February 2017 Equity Offering, GI III-A holds 279,008 shares of Class A Common Stock and no other securities of LCC.
- F9Following the February 2017 Equity Offering, GI III-B holds 1,942,812 shares of Class A Common Stock and no other securities of LCC.