ARBOR REALTY TRUST INC — Director's Dealing 2016

Jul 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARBOR REALTY TRUST INC (ABR)
CIK: 0001253986
Period of Report: 2016-07-14

Reporting Person: KAUFMAN IVAN (Director, COB, CEO and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-14	Special Voting Preferred Stock, par value $0.01 per share	J	21230769	$212307.69	Acquired	21230769	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-14	Partnership Common Units	$	J	21230769	Acquired		Common Stock, par value $0.01 per share (21230769)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5349053	Indirect
Common Stock, par value $0.01 per share	180000	Indirect
Common Stock, par value $0.01 per share	3598	Indirect
Common Stock, par value $0.01 per share	1617	Indirect
Common Stock, par value $0.01 per share	32875	Indirect

Footnotes

F1: Pursuant to the Pairing Agreement, dated as of July 14, 2016, among Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), the Company will issue to ACM one share of Special Voting Preferred Stock, par value $0.01 per share, for each Partnership Common Unit that ARLP issues to ACM. On July 14, 2016, ARLP issued 21,230,769 Partnership Common Units to ACM and therefore, the Company issued the same number of shares of Special Voting Preferred Stock to ACM.

F2: Pursuant to the Partnership Agreement of ARLP, as amended and restated as of July 14, 2016, each Partnership Common Unit is redeemable at the election of the holder for the cash value of one share of Company's common stock, par value $0.01 per share (the "Common Stock"), which value is generally determined by the average of the daily closing prices for ten (10) consecutive trading days immediately preceding the date of the holder's election of redemption. In lieu of paying a redeeming holder this cash amount, the Company may elect to issue one share of Common Stock for each Partnership Common Unit surrendered for redemption.

F3: Pursuant to the Asset Purchase Agreement, dated February 25, 2016, by and among the Company, ARLP, Arbor Multifamily Lending, LLC ("AML" and together with ARLP, the "Buyer"), Arbor Commercial Funding, LLC ("ACF"), and ACM (together with ACF, the "Seller"), the Buyer agreed to purchase the agency business of ACM from the Seller (the "Acquisition"). The Acquisition was consummated on July 14, 2016 for a price of $276.0 million, 50% of which was paid in 21,230,769 Partnership Common Units of ARLP.

F4: Not applicable.