SEC Form 4 · accession 0000899243-17-024143
Ladder Capital Corp · LADR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GI PARTNERS FUND III LP
10% Owner
GI PARTNERS FUND III-A LP
10% Owner
GI Partners Fund III-B L.P.
10% Owner
GI GP III L.P.
10% Owner
GI Ladder Holdco, LLC
10% Owner
GI Holdings III L.P.
10% Owner
GI GP III LLC
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 12, 2017 · 5:29 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 StockF1,F4,F3,F7 | Oct 10, 2017 | C | 1,657,001 | — | A | 3,687,932 | I | See Footnote |
| Class A Common StockF2,F4,F3,F7 | Oct 10, 2017 | S | 1,657,001 | $13.55 | D | 2,030,931 | I | See Footnote |
| Class A Common StockF2,F6,F3,F7 | Oct 10, 2017 | S | 299,927 | $13.55 | D | 1,731,004 | I | See Footnote |
| Class A Common StockF2,F5,F3,F7 | Oct 10, 2017 | S | 43,072 | $13.55 | D | 1,687,932 | I | See Footnote |
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,F4,F3,F7 | $0.00 | Oct 10, 2017 | C | 1,657,001 | D | — | — | Class A Common Stock | 1,657,001 | 8,154,258 | I |
Explanation of responses
- F1On October 10, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") converted 1,657,001 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 1,657,001 shares of Class A Common Stock (the "Class A Common Stock" and collectively with the Class B Common Stock and the Units, the "Equity Interests") of LCC (the "Conversion"). No cash or other consideration was exchanged in connection with the Conversion. The conversion right was exercisable at any time after the issuance of the Class B Common Stock and Units and has no expiration date.
- F2On October 10, 2017, Ladder Holdco, GI Partners Fund III-A L.P. ("GI III-A") and GI Partners Fund III-B L.P. ("GI III-B") sold an aggregate of 2,000,000 shares of Class A Common Stock in a block trade (the "Block Trade") as follows: (a) 1,657,001 shares of Class A Common Stock sold by Ladder Holdco, (b) 299,927 shares of Class A Common Stock sold by GI III-B and (c) 43,072 shares of Class A Common Stock sold by GI III-A.
- F3GI 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. GI III's principal business is to pursue investments, and GI III-A and GI III-B are affiliated funds in the same business.
- F4Following the Conversion and the Block Trade, Ladder Holdco holds 8,154,258 Units and shares of Class B Common Stock and no other securities of LCC.
- F5Following the Conversion and the Block Trade, GI III-A holds 211,965 shares of Class A Common Stock and no other securities of LCC.
- F6Following the Conversion and the Block Trade, GI III-B holds 1,475,967 shares of Class A Common Stock and no other securities of LCC.
- F7Each of GI III, Ladder Holdco, GI III-A, GI III-B, GI GP LP, GI Holdings, and GI GP LLC disclaims beneficial ownership of the Equity Interests reported herein directly owned by any other reporting person, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.