Page 10 of 14 – SEC Filing
(b) Immediately following the Distribution, AIV II directly owns 2,009,955 shares of Class A Common Stock, representing 1.8% of the total number of Class A Common Stock outstanding, assuming that all vested and unvested Units outstanding, except those held by the Company, together with all outstanding Class B Common Stock are exchanged into shares of Class A Common Stock. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its general partner, TowerBrook. As a result, AIV II, Fund II GP and TowerBrook may be deemed to beneficially own the 2,009,955 shares of Class A Common Stock owned by AIV II. As directors and joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou may be deemed to beneficially own the 2,009,955 shares of Class A Common Stock owned by AIV II.
(c) The Reporting Persons have and will have the shared power to vote and dispose of the shares of the securities directly held by TI Holdings and AIV II that they beneficially own, by virtue of the relationships described above. Neal Moszkowski and Ramez Sousou each has the sole power to vote and dispose of the 28,436 shares of Class A Common Stock each directly owns.
(d) To the best knowledge of the Reporting Persons, except as described in Items 3 and 4, none of the Reporting Persons has effected a transaction in Units, shares of Class B Common Stock or shares of Class A Common Stock during the past 60 days (other than transactions that may have been effected in the ordinary course of business in an agency or a fiduciary capacity).
Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons securities.
(e) As a result of the Distribution, on June 13, 2017, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A Common Stock. The filing of this Amendment No. 6 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 |
| Joint Filing Agreement, dated February 21, 2014 among the Reporting Persons.* |
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| Exhibit 2 |
| Third Amended and Restated Limited Liability Limited Partnership Agreement, dated December 31, 2014, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.3 to Ladder Capital Corps Form 8-K filed on January 2, 2015). |
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| Exhibit 3 |
| Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement, dated November 30, 2015, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.2 to Ladder Capital Corps Form 10-K filed on March 7, 2016). |
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| Exhibit 4 |
| 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 Ladder Investors (as defined therein) (incorporated by reference to Exhibit 99.2 to Ladder Capital Corps Form 8-K filed on March 3, 3017). |
* Previously filed.
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