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Filing Details

Accession Number:: 0001104659-17-016133
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-03-13 16:57:08
Reporting Period:: 2017-03-09

Filing Date:: 2017-03-13
Accepted Time:: 2017-03-13 16:57:08
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	Yes	No
1358353	P L Fund Executive Ii Investor Towerbrook	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
1598455	Towerbrook Investors Ii Aiv, L.p.	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
1598458	Ti Ii Ladder Holdings, Llc	65 East 55Th Street, 27Th Floor Park Avenue Tower New York NY 10022	No	No	Yes	No
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	2017-03-09	695,071	$0.00	5,000,658	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2017-03-13	695,071	$14.05	4,305,587	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2017-03-13	417,985	$14.05	3,887,602	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
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	2017-03-09	695,071	$0.00	695,071	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,464,720			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 March 2017 Offering (as defined herein), on March 9, 2017, TI Holdings exchanged 695,071 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and units of Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 695,071 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 695,071 shares of Class A Common Stock held by TI Holdings and 4,305,587 shares of Class A Common Stock held by AIV II, in each case following the Exchange.
On March 7, 2017, LCC, certain pre-IPO stockholders (the "Selling Stockholders"), including TI Holdings and AIV II, 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 TI Holdings and AIV II. The March 2017 Offering closed on March 13, 2017.
Following the March 2017 Offering, AIV II directly owns 3,887,602 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 3,887,602 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 March 2017 Offering, TI Holdings directly owns 6,464,720 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 6,464,720 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)).