13D Filing: Related Real Estate Fund II, L.P. and Ladder Capital Corp (LADR)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
RELATED FUND MANAGEMENT 0 7,255,234 0 7,255,234 7,255,234 8.2%
RELATED REAL ESTATE FUND II GP-A 0 7,255,234 0 7,255,234 7,255,234 8.2%
RELATED REAL ESTATE FUND II GP 0 7,255,234 0 7,255,234 7,255,234 8.2%
RELATED REAL ESTATE FUND II 0 7,255,234 0 7,255,234 7,255,234 8.2%
RREFII ACQUISITIONS 0 7,255,234 0 7,255,234 7,255,234 8.2%
RREF II LADDER 0 7,255,234 0 7,255,234 7,255,234 8.2%

Page 1 of 10 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Ladder Capital
Corp

(Name of Issuer)

Class A
Common Stock, par value $0.001 per share

(Title of Class of Securities)

505743 104

(CUSIP
Number)

Richard OToole, Esq.

Related Fund Management, LLC

60 Columbus Circle

New
York, New York 10023

(212) 421-5333

with a copy to:

Alan J. Sinsheimer, Esq. and Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New
York, New York 10004

(212) 558-4000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 2, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See

§ 240.13d-7 for
other parties to whom copies are to be sent.

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

The information required on 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).

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Page 2 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RELATED FUND MANAGEMENT, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

IA

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed with the SEC on November 3, 2017 (the Form 10-Q). The percentage excludes the effect of shares
of Class A Common Stock issuable on exchange of currently outstanding units of Series REIT of Ladder Capital Finance Holdings (LCFH) and units of Series TRS of LCFH (collectively, Units) and shares of
Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the
number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 3 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RELATED REAL ESTATE FUND II GP-A, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The
percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B
Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of
Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 4 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RELATED REAL ESTATE FUND II GP, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

PN

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The
percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B
Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of
Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 5 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RELATED REAL ESTATE FUND II, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

PN

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The
percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B
Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of
Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 6 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RREFII ACQUISITIONS, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The
percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B
Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of
Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 7 of 10 – SEC Filing


CUSIP No. 505743 104

  1

NAME OF REPORTING PERSON

RREF II LADDER LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐          (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE

NUMBER OF
SHARES

  BENEFICIALLY

OWNED BY

EACH

REPORTING

   PERSON

WITH

  7    

SOLE VOTING POWER

0

  8    

SHARED VOTING POWER

7,255,234

  9    

SOLE DISPOSITIVE POWER

0

  10    

SHARED DISPOSITIVE POWER

7,255,234

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

7,255,234

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

8.2%*

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The
percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B
Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of
Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

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Page 8 of 10 – SEC Filing


Item 1. Security and Issuer

This Amendment No. 3 to Schedule 13D (Amendment No. 3) relates to the Schedule 13D filed on March 13, 2017 and
amended prior to the date of this amendment (as so amended prior to this amendment, the Original Schedule 13D) by Related Fund Management, LLC, a Delaware limited liability company (Related Management), Related
Real Estate Fund II GP-A, LLC, a Delaware limited liability company (Related GP-A), Related Real Estate Fund II GP, L.P., a Delaware limited
partnership (Related GP), Related Real Estate Fund II, L.P., a Delaware limited partnership (Related Fund), RREFII Acquisitions, LLC, a Delaware limited liability company (RREFII
Acquisitions
), and RREF II Ladder LLC, a Delaware limited liability company (RREF Ladder), all of whom are together referred to as the Reporting Persons, relating to the Class A Common Stock, par
value $0.001 per share (Shares), of Ladder Capital Corp, a Delaware corporation (the Issuer). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Original Schedule
13D.

Item 4. Purpose of Transaction.

Item 4 of
the Original Schedule 13D is hereby amended by adding a new fourth paragraph to read in full as follows:

On February 2, 2018, Related
Management and the Issuer entered into a confidentiality agreement, as further described in Item 6 to this Amendment No. 3 (such agreement, the Confidentiality Agreement). Item 6 to this Amendment No. 3 is incorporated
herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended by adding a new paragraph to the end thereof that reads in full as follows:

Confidentiality Agreement

The Confidentiality
Agreement contains customary terms and conditions, including a twelve month standstill provision covering Related Management and its affiliates (and their representatives while acting on behalf of Related Management and its affiliates), which for so
long as it is in effect supersedes the standstill provision set forth in the Stockholders Agreement (as such term is defined in the Original 13D). The foregoing summary of the Confidentiality Agreement is qualified in its entirety by reference to
the copy thereof filed as Exhibit 9 herewith, which is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Exhibit

Description

Exhibit 1*

Joint Filing Agreement, dated as of March 13, 2017, among the Reporting Persons.

Exhibit 2*

Directors and Executive Officers of Reporting Persons, Related Companies and Realty Group

Exhibit 3*

Stock Purchase Agreement, dated as of February 27, 2017, by and among RREF II Ladder LLC, GI Ladder Holdco LLC, GI Partners Fund III-B, L.P., GI Partners Fund III-A, L.P., TI II Ladder Holdings, LLC, TowerBrook Investors II AIV, L.P., GP09 PX (LAPP) Ladder Capital LTD., GP09 GV Ladder Capital LTD., GP09 PX Ladder Capital LTD. and OCP LCF Holdings Inc.

Exhibit 4*

Stockholders Agreement, dated March 3, 2017, by and among Ladder Capital Corp, RREF II Ladder LLC and any permitted transferee that becomes a party thereto by executing and delivering a joinder thereto.

Exhibit 5*

Lock-Up Agreement, dated March 3, 2017, by and between Deutsche Bank Securities Inc. and RREF II Ladder LLC.

Exhibit 6*

Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP, and each of the investors named therein.

Exhibit 7*

Stock Purchase Agreement, dated as of November 9, 2017, by and among RREF II Ladder LLC, TI II Ladder Holdings, LLC and TowerBrook Investors II AIV, L.P.

Exhibit 8*

Letter, dated January 15, 2018, from Related Management to the Board of Directors of the Issuer.

Exhibit 9

Confidentiality Agreement, dated February 2, 2018, between Related Management and the Issuer.
* Previously filed.

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Page 9 of 10 – SEC Filing


SIGNATURES

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

Date: February 2, 2018 RELATED FUND MANAGEMENT, LLC
By: /s/ Richard OToole
Richard OToole
Executive Vice President
Date: February 2, 2018 RELATED REAL ESTATE FUND II GP-A, LLC
By: /s/ Richard OToole
Richard OToole
Executive Vice President
Date: February 2, 2018 RELATED REAL ESTATE FUND II GP, L.P.
By: Related Real Estate Fund II GP-A, LLC, its general partner
By: /s/ Richard OToole
Richard OToole
Executive Vice President
Date: February 2, 2018 RELATED REAL ESTATE FUND II, L.P.
By: Related Real Estate Fund II GP, L.P., its general partner
By: Related Real Estate Fund II GP-A, LLC, its general partner
By: /s/ Richard OToole
Richard OToole
Executive Vice President
Date: February 2, 2018 RREFII ACQUISITIONS, LLC
By: /s/ Richard OToole
Richard OToole
Vice President
Date: February 2, 2018 RREF II LADDER LLC
By: /s/ Richard OToole
Richard OToole
Executive Vice President

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Page 10 of 10 – SEC Filing


Exhibit 9

(Exhibit Begins on the Following Page)

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