Filing Details

Accession Number:
0001104659-17-014089
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-03-03 16:52:45
Reporting Period:
2017-03-01
Filing Date:
2017-03-03
Accepted Time:
2017-03-03 16:52:45
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 2017-03-01 1,117,326 $0.00 6,097,756 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2017-03-03 1,117,326 $13.59 4,980,430 No 4 S Indirect See Footnotes
Class A Common Stock Disposition 2017-03-03 674,843 $13.59 4,305,587 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 2017-03-01 1,117,326 $0.00 1,117,326 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
7,159,791 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 February 2017 Equity Sale (as defined herein), on March 1, 2017, TI Holdings exchanged 1,117,326 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 1,117,326 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 1,117,326 shares of Class A Common Stock held by TI Holdings and 4,980,430 shares of Class A Common Stock held by AIV II, in each case following the Exchange.
  5. On February 27, 2017, LCC, Related Real Estate Fund II, L.P. ("Related"), which is an affiliate of The Related Companies, L.P., and certain pre-IPO stockholders of LCC, including AIV II and TI Holdings, entered into a Stock Purchase Agreement, pursuant to which Related agreed to purchase (the "February 2017 Equity Sale") $80.0 million of Ladder's Class A common stock (the "Shares") from the pre-IPO stockholders, including AIV II and TI Holdings. The investment was made by a wholly owned subsidiary of Related. The February 2017 Equity Sale closed on March 3, 2017.
  6. Following the February 2017 Equity Sale, AIV II directly owns 4,305,587 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 4,305,587 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 February 2017 Equity Sale, TI Holdings directly owns 7,159,791 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 7,159,791 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)).