Ladder Capital Corp — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ladder Capital Corp (LADR)
CIK: 0001577670
Period of Report: 2015-02-17

Reporting Person: McCormack Pamela (Chief Strategy Officer & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Class A common stock	A	75669	$0.00	Acquired	209940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Stock option	$18.84	A	8408	Acquired		Class A common stock (8408)	Direct

Footnotes

F1: Represents the Reporting Person's annual equity incentive award for the year ended December 31, 2014, payable 90% in restricted stock and 10% in stock options.

F2: Fifty percent of the restricted stock grant is subject to specified performance-based vesting criteria, and the remaining fifty percent is subject to specified time-based vesting criteria. The performance-vesting restricted stock granted to the Reporting Person will vest in three equal installments with respect to Ladder Capital Corp's ("Ladder") performance for the years ending December 31, 2015, 2016 and 2017. The time-vesting restricted stock granted to the Reporting Person will vest in three equal installments on the first three anniversaries of the grant date.

F3: In each case, vesting is subject to the Reporting Person's continued employment on the applicable vesting dates. Notwithstanding (2) above, with respect to the time-vesting shares, such shares will become fully vested on the Reporting Person's retirement eligibility date, defined as the date on or after February 11, 2019 where the sum of (x) the Reporting Person's age and (y) the Reporting Person's fully completed years of employment with Ladder or a subsidiary is equal to or greater than 60 (the "Retirement Eligibility Date").

F4: This option grant will vest and become exercisable in three equal installments on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued employment on the applicable vesting dates. Notwithstanding the above, the Reporting Person's options will become fully vested on the Retirement Eligibility Date.