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Filing Details

Accession Number:: 0001104659-16-161681
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-12 16:46:40
Reporting Period:: 2016-12-08

Filing Date:: 2016-12-12
Accepted Time:: 2016-12-12 16:46:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1577670	Ladder Capital Corp	LADR	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1041197	Neal Moszkowski	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
1270155	Ramez Sousou	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
1347287	Towerbrook Investors Ii Lp	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	No	Yes
1358353	P L Fund Executive Ii Investor Towerbrook	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	No	Yes
1598455	Towerbrook Investors Ii Aiv, L.p.	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	No	Yes
1598458	Ti Ii Ladder Holdings, Llc	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	No	Yes
1599447	Towerbrook Investors Gp Ii, L.p.	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
1599448	Towerbrook Investors, Ltd.	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-12-08	2,769,150	$0.00	9,384,640	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2016-12-12	4,441,661	$13.60	4,942,979	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units and Class B Common Stock	Disposition	2016-12-08	2,769,150	$0.00	2,769,150	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,184,016			No	4	C	Indirect

Footnotes

In addition to TowerBrook Investors Ltd., a Cayman Island company limited by shares ("TowerBrook"), this Form 4 is being filed jointly by TowerBrook Investors GP II, L.P. a Cayman Island exempt limited partnership ("Fund II GP"), TowerBrook Investors II, L.P., a Cayman Island exempt limited partnership ("Fund II"), TowerBrook Investors II AIV, L.P., a Cayman Island exempt limited partnership ("AIV II"), TowerBrook Investors II Executive Fund, L.P., a Cayman Island exempt limited partnership ("Executive Fund II"), TI II Ladder Holdings, LLC, a Delaware limited liability company ("TI Holdings" and together with TowerBrook, Fund II GP, Fund II, AIV II and Executive Fund II, the "TowerBrook Entities"), Neal Moszkowski, a citizen of the United States of America and Ramez Sousou, a citizen of the United Kingdom (collectively, the "Reporting Persons").
The TowerBrook Entities and Neal Moszkowski have the same business address as TowerBrook. The business address of Ramez Sousou is Kinnaird House, 1 Pall Mall East London, SW1Y5HAU, U.K.
In connection with the December 2016 Offering (as defined herein), on December 8, 2016, TI Holdings exchanged 2,769,150 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 2,769,150 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.
Includes 2,769,150 shares of Class A Common Stock held by TI Holdings and 6,615,490 shares of Class A Common Stock held by AIV II, in each case following the Exchange.
On December 6, 2016, LCC entered into an Equity Underwriting Agreement with TI Holdings, AIV II, the other selling stockholders party thereto (collectively with TI Holdings and AIV II, the "Selling Stockholders"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, as representative of the several underwriters (the "Underwriters"), pursuant to which the Selling Stockholders agreed to (i) sell 10,000,000 shares of Class A Common Stock and (ii) provide the Underwriters an option to purchase an additional 1,500,000 shares of Class A Common Stock (the "Option Shares"), in an underwritten offering (the "December 2016 Offering"). On December 7, 2016, the Underwriters elected their option to purchase the Option Shares. In connection therewith, TI Holdings sold 2,769,150 shares of Class A Common Stock and AIV sold 1,672,511 shares of Class A Common Stock to the Underwriters on December 12, 2016.
Following the December 2016 Offering, AIV II directly owns 4,942,979 shares of Class A Common Stock and no other securities of LCC. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 4,942,979 shares of Class A Common Stock owned by AIV II. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)).
Following the December 2016 Offering, TI Holdings directly owns 8,184,016 Units and shares of Class B Common Stock and no other securities of LCC. TI Holdings is jointly controlled by Fund II and Executive Fund II, each of which is controlled by its general partner, Fund II GP, which is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 8,184,016 Units and shares of Class B Common Stock owned by TI Holdings. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)).