SEC Form 4 · accession 0000899243-17-007310

Ladder Capital Corp · LADR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Howard Park

Director

Period of report

Mar 9, 2017

Accepted (ET)

Mar 13, 2017 · 4:55 pm EDT

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 Stock^F1,F2,F5,F6	Mar 9, 2017	C	922,168	—	A	3,143,988	I	See Footnotes
Class A Common Stock^{F3,F4,F5,F6,F7}	Mar 13, 2017	S	922,168	$14.05	D	2,221,820	I	See Footnotes
Class A Common Stock^{F3,F4,F5,F6,F8}	Mar 13, 2017	S	166,918	$14.05	D	2,054,902	I	See Footnotes
Class A Common Stock^{F3,F4,F5,F6,F9}	Mar 13, 2017	S	23,971	$14.05	D	2,030,931	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 Stock^{F1,F2,F5,F6,F7}	$0.00	Mar 9, 2017	C	922,168	D	—	—	Class A Common Stock	922,168	9,811,259	I

Explanation of responses

F1In connection with the March 2017 Offering (as defined herein), on March 9, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") exchanged 922,168 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 922,168 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 279,008 shares of Class A Common Stock held by GI Partners Fund III-A L.P. ("GI III-A") and 1,942,812 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 March 7, 2017, LCC, certain pre-IPO stockholders (the "Selling Stockholders"), including Ladder HoldCo, GI III-A and GI III-B, and UBS Securities LLC ("UBS") entered into an Underwriting Agreement, pursuant to which UBS agreed to purchase (the "March 2017 Offering") 3,000,000 shares of LCC's Class A common stock from the Selling Stockholders, including Ladder HoldCo, GI III-A and GI III-B. The March 2017 Offering closed on March 13, 2017.
F4(Continued from Footnote 3) In connection therewith, GI III-A sold 23,971 shares of Class A Common Stock, GI III-B sold 166,918 shares of Class A Common Stock and Ladder Holdco sold 922,168 shares of Class A Common Stock to UBS on March 13, 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 March 2017 Offering, Ladder Holdco holds 9,811,259 Units and shares of Class B Common Stock and no other securities of LCC.
F8Following the March 2017 Offering, GI III-A holds 255,037 shares of Class A Common Stock and no other securities of LCC.
F9Following the March 2017 Offering, GI III-B holds 1,775,894 shares of Class A Common Stock and no other securities of LCC.