Ladder Capital Corp — Director's Dealing 2017

Oct 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ladder Capital Corp (LADR)
CIK: 0001577670
Period of Report: 2017-10-10

Reporting Person: GI PARTNERS FUND III LP (10% Owner)
Reporting Person: GI Ladder Holdco, LLC (10% Owner)
Reporting Person: GI PARTNERS FUND III-A LP (10% Owner)
Reporting Person: GI Partners Fund III-B L.P. (10% Owner)
Reporting Person: GI GP III L.P. (10% Owner)
Reporting Person: GI Holdings III L.P. (10% Owner)
Reporting Person: GI GP III LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Class A Common Stock	C	1657001	—	Acquired	3687932	Indirect
2017-10-10	Class A Common Stock	S	1657001	$13.55	Disposed	2030931	Indirect
2017-10-10	Class A Common Stock	S	299927	$13.55	Disposed	1731004	Indirect
2017-10-10	Class A Common Stock	S	43072	$13.55	Disposed	1687932	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-10	Units and Class B Common Stock	$0.00	C	1657001	Disposed		Class A Common Stock (1657001)	Indirect

Footnotes

F1: On October 10, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") converted 1,657,001 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 1,657,001 shares of Class A Common Stock (the "Class A Common Stock" and collectively with the Class B Common Stock and the Units, the "Equity Interests") of LCC (the "Conversion"). No cash or other consideration was exchanged in connection with the Conversion. The conversion right was exercisable at any time after the issuance of the Class B Common Stock and Units and has no expiration date.

F2: On October 10, 2017, Ladder Holdco, GI Partners Fund III-A L.P. ("GI III-A") and GI Partners Fund III-B L.P. ("GI III-B") sold an aggregate of 2,000,000 shares of Class A Common Stock in a block trade (the "Block Trade") as follows: (a) 1,657,001 shares of Class A Common Stock sold by Ladder Holdco, (b) 299,927 shares of Class A Common Stock sold by GI III-B and (c) 43,072 shares of Class A Common Stock sold by GI III-A.

F3: GI Partners Fund III L.P. ("GI III") owns Ladder Holdco. GI GP III L.P. ("GI GP LP") is the general partner of GI III, GI III-A, and GI III-B. GI Holdings III L.P. ("GI Holdings") is the limited partner of GI III, GI III-A, and GI III-B. GI GP III LLC ("GI GP LLC") is the general partner of each of GI GP LP and GI Holdings. GI III's principal business is to pursue investments, and GI III-A and GI III-B are affiliated funds in the same business.

F4: Following the Conversion and the Block Trade, Ladder Holdco holds 8,154,258 Units and shares of Class B Common Stock and no other securities of LCC.

F5: Following the Conversion and the Block Trade, GI III-A holds 211,965 shares of Class A Common Stock and no other securities of LCC.

F6: Following the Conversion and the Block Trade, GI III-B holds 1,475,967 shares of Class A Common Stock and no other securities of LCC.

F7: Each of GI III, Ladder Holdco, GI III-A, GI III-B, GI GP LP, GI Holdings, and GI GP LLC disclaims beneficial ownership of the Equity Interests reported herein directly owned by any other reporting person, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.