SEC Form 4 · accession 0001144204-19-013117
Rithm Property Trust Inc. · RPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Mendelsohn
Officer — CHIEF EXECUTIVE OFFICER · Director
Period of report
Aug 17, 2016
Accepted (ET)
Mar 8, 2019 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001614806
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Aug 17, 2016 | A | 55,000 | $0.00 | A | 82,070 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Mar 6, 2019 | A | 51,007 | $15.60 | A | 604,463 | I | By Thetis Asset Management LLC |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 8,518 | I | By Flanders Street Capital Partners I., L.P. | |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 49,952 | I | By Aspen Uranus LLC | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 70 | I | By wife | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 70 | I | By daughter | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 70 | I | By son | |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 274,667 | I | By Gregory Funding LLC | |
| Common Stock, par value $0.01 per shareF3,F4 | holding | — | — | — | 925,068 | I | By Aspen Yo LLC | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 5,923 | I | By Mendelsohn Family Limited Partnership | |
| Common Stock, par value $0.01 per shareF6 | holding | — | — | — | 45,938 | I | By Great Ajax FS LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.25% Convertible Notes due 2024F3,F6,F7 | $15.21 | holding | — | — | — | Apr 30, 2023 | Apr 30, 2024 | Common Stock, par value $0.01 per share | 13,150 | 8,000 | I |
Explanation of responses
- F1Granted pursuant to the 2016 Equity Incentive Plan, which will vest in three equal installments annually starting August 17, 2017. The reporting person inadvertently failed to report this grant on Form 5 for the registrant's 2016 fiscal year.
- F2Payment of management fee to Thetis Asset Management LLC for fourth quarter ended December 31, 2018.
- F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4Includes 274,667 shares held by Gregory Funding LLC, 604,463 shares held by Thetis Asset Management LLC and 45,938 shares held by Great Ajax FS LLC reported herein.
- F5Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership.
- F6The initial conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.6438 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $15.21 per share of the Issuer's common stock). The conversion rate, and thus the conversion price, will be subject to adjustment in accordance with the terms of the Notes.
- F7Calculated based on the initial conversion rate of 1.6438 shares of the Issuer's common stock per $25.00 principal amount of Notes.