Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)   ^*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

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Exhibit Index Found on Page 25

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This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 14, 2016 (together with all prior and current amendments thereto, this "Schedule 13G").

Explanatory Note:  This Schedule 13G reports Shares beneficially owned by the Reporting Persons as of December 31, 2016, in accordance with Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended.  As noted in Item 2 below, effective January 1, 2017, each of Philip D. Dreyfuss, Ravi K. Paidipaty and William Seybold became a managing member of the Farallon General Partner and a manager of the FCAAI General Partner, in each case with the power to exercise investment discretion. Accordingly, each of Messrs. Dreyfuss, Paidipaty and Seybold is identified in this Schedule 13G as a Reporting Person as of and from such date.  Capitalized terms used in this Explanatory Note have the meanings set forth below.

Sutherland Asset Management Corporation (the "Company")

1140 Avenue of Americas

7th Floor

New York, NY 10036

United States

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons."

(i)	Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it; and

(ii)	Farallon Capital AA Investors, L.P., a Delaware limited partnership ("FCAAI"), with respect to the Shares held by it.

FCP and FCAAI are together referred to herein as the "Farallon Funds."

(iii)

Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of FCP and FCAAI and the sole member of the FCAAI General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds.

 

(iv)	Farallon AA GP, L.L.C., a Delaware limited liability company (the "FCAAI General Partner"), which is the general partner of FCAAI, with respect to the Shares held by FCAAI.

(v)

The following persons, each of whom is a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCAAI General Partner, with respect to the Shares held by the Farallon Funds:  Philip D. Dreyfuss ("Dreyfuss"), Michael B. Fisch ("Fisch"), Richard B. Fried ("Fried"), Daniel J. Hirsch ("Hirsch"), David T. Kim ("Kim"), Monica R. Landry ("Landry"), Michael G. Linn ("Linn"), Ravi K. Paidipaty ("Paidipaty"), Rajiv A. Patel ("Patel"), Thomas G. Roberts, Jr. ("Roberts"), William Seybold ("Seybold"), Andrew J.M. Spokes ("Spokes"), John R. Warren ("Warren") and Mark C. Wehrly ("Wehrly").

Dreyfuss, Fisch, Fried, Hirsch, Kim, Landry, Linn, Paidipaty, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons."

This Schedule 13G reports that effective January 1, 2017, each of Dreyfuss, Paidipaty and Seybold became a managing member of the Farallon General Partner, and a manager of the FCAAI General Partner, in each case with the power to exercise investment discretion. Accordingly, as of that date, each of Dreyfuss, Paidipaty and Seybold may be deemed a beneficial owner of any Shares beneficially owned by such entities.

This Schedule 13G reports that effective December 31, 2016, Hirsch resigned as a managing member of the Farallon General Partner, and a manager of the FCAAI General Partner. Accordingly, as of that date, Hirsch may no longer be deemed a beneficial owner of any Shares beneficially owned by such entities. Unless the context otherwise requires, any reference to the "Farallon Individual Reporting Persons," or the "Reporting Persons" shall not include Hirsch.

 

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),         Check Whether the Person Filing Is an Entity Specified in (a) - (k):

Not applicable.

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

Not applicable.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 Not applicable.

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were

 

not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 11, 2017

/s/ Monica R. Landry________________________________________

FARALLON PARTNERS, L.L.C.,

As the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

By Monica R. Landry, Managing Member

/s/ Monica R. Landry________________________________________

FARALLON AA GP, L.L.C.,

On its own behalf and

As the General Partner of

FARALLON CAPITAL AA INVESTORS, L.P.,

By Monica R. Landry, Manager

/s/ Monica R. Landry________________________________________

Monica R. Landry, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly

The Powers of Attorney executed by each of Fisch, Fried, Hirsch, Kim, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., are hereby incorporated by reference.  The Powers of Attorney executed by each of Dreyfuss, Paidipaty and Seybold authorizing Landry to sign and file this Schedule 13G on his behalf, which were filed with the Schedule 13G filed with the Securities and Exchange Commission on January 11, 2017 by such Reporting Persons with respect to the Common Stock of Sky Solar Holdings, Ltd., are hereby incorporated by reference.

EXHIBIT 2

to

SCHEDULE 13G

JOINT ACQUISITION STATEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  January 11, 2017

/s/ Monica R. Landry________________________________________

FARALLON PARTNERS, L.L.C.,

On its own behalf and

As the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

By Monica R. Landry, Managing Member

/s/ Monica R. Landry________________________________________

FARALLON AA GP, L.L.C.,

On its own behalf and

As the General Partner of

FARALLON CAPITAL AA INVESTORS, L.P.

By Monica R. Landry, Manager

/s/ Monica R. Landry________________________________________

Monica R. Landry, individually and as attorney-in-fact for each Philip D. Dreyfuss, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly

 

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