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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 Insider Title 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
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
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
  1. 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").
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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)).
  7. 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)).