Ladder Capital Corp — Director's Dealing 2017

Mar 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ladder Capital Corp (LADR)
CIK: 0001577670
Period of Report: 2017-03-09

Reporting Person: TowerBrook Investors, Ltd. (10% Owner)
Reporting Person: TOWERBROOK INVESTOR II EXECUTIVE FUND L P (10% Owner)
Reporting Person: TI II Ladder Holdings, LLC (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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Class A Common Stock	C	695071	—	Acquired	5000658	Indirect
2017-03-13	Class A Common Stock	S	695071	$14.05	Disposed	4305587	Indirect
2017-03-13	Class A Common Stock	S	417985	$14.05	Disposed	3887602	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Units and Class B Common Stock	$0	C	695071	Disposed		Class A Common Stock (695071)	Indirect

Footnotes

F1: 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").

F2: 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.

F3: In connection with the March 2017 Offering (as defined herein), on March 9, 2017, TI Holdings exchanged 695,071 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 695,071 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.

F4: Includes 695,071 shares of Class A Common Stock held by TI Holdings and 4,305,587 shares of Class A Common Stock held by AIV II, in each case following the Exchange.

F5: On March 7, 2017, LCC, certain pre-IPO stockholders (the "Selling Stockholders"), including TI Holdings and AIV II, and UBS Securities LLC ("UBS") entered into an Underwriting Agreement, pursuant to which UBS agreed to purchase (the "March 2017 Offering") 3,000,000 shares of LCC's Class A common stock from the Selling Stockholders, including TI Holdings and AIV II. The March 2017 Offering closed on March 13, 2017.

F6: Following the March 2017 Offering, AIV II directly owns 3,887,602 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 3,887,602 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)).

F7: Following the March 2017 Offering, TI Holdings directly owns 6,464,720 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 6,464,720 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)).