Ladder Capital Corp — Director's Dealing 2014

Feb 21, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ladder Capital Corp (LADR)
CIK: 0001577670
Period of Report: 2014-02-11

Reporting Person: TowerBrook Investors, Ltd. (10% Owner)
Reporting Person: TI II Ladder Holdings, LLC (10% Owner)
Reporting Person: TOWERBROOK INVESTOR II EXECUTIVE FUND L P (10% Owner)
Reporting Person: TOWERBROOK INVESTORS II LP (10% Owner)
Reporting Person: TowerBrook Investors II AIV, L.P. (10% Owner)
Reporting Person: TowerBrook Investors GP II, L.P. (10% Owner)
Reporting Person: MOSZKOWSKI NEAL (10% Owner)
Reporting Person: SOUSOU RAMEZ (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6027333	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Units and Class B Common Stock	$		Class A Common Stock (9444612)		Indirect

Footnotes

F1: In addition to TowerBrook Investors Ltd., a Cayman Island company limited by shares ("TowerBrook"), this Form 3 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").

F2: The Tower Brook 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.

F3: Prior to the initial public offering of the Class A Common Stock (the "Class A Common Stock") of Ladder Capital Corp ("LCC") (the "IPO"), which occurred on February 11, 2014, the Reporting Persons held interests in of Ladder Capital Finance Holdings LLLP ("LCFH"). In connection with the reorganization that occurred immediately prior to the IPO (the "Reorganization"), AIV II received, and now directly owns, 6,027,333 shares of Class A Common Stock 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 6,027,333 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 3 (for purposes of Rule 16a-1(a)).

F4: Includes LP Units and shares of Class B Common Stock exchangeable into shares of Class A Common Stock that were issued in connection with the Reorganization.

F5: In connection with the Reorganization, TI Holdings received 9,944,612 LP units of LCFH (the "LP Units") and 9,944,612 shares of Class B common stock of LCC (the "Class B Common Stock") that together are exchangeable into Class A Common Stock on a one-for-one basis. Pursuant to an Amended and Restated Limited Liability Limited Partnership Agreement entered into in connection with the closing of the IPO, from and after the date 180 days after the date of the closing of the IPO, holders of the LP Units and Class B Common Stock (including TI Holdings), may, from time to time, exchange LP Units paired with an equal number of shares of Class B Common Stock for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.

F6: The exchange right has no expiration date.

F7: As a result of the Reorganization, TI Holdings directly owns 9,944,612 LP Units and shares of Class B Common Stock. 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 9,944,612 LP 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 3 (for purposes of Rule 16a-1(a)).