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: Park Howard (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Class A Common Stock	C	922168	—	Acquired	3143988	Indirect
2017-03-13	Class A Common Stock	S	922168	$14.05	Disposed	2221820	Indirect
2017-03-13	Class A Common Stock	S	166918	$14.05	Disposed	2054902	Indirect
2017-03-13	Class A Common Stock	S	23971	$14.05	Disposed	2030931	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Units and Class B Common Stock	$0.00	C	922168	Disposed		Class A Common Stock (922168)	Indirect

Footnotes

F1: In connection with the March 2017 Offering (as defined herein), on March 9, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") exchanged 922,168 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 922,168 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.

F2: Includes 279,008 shares of Class A Common Stock held by GI Partners Fund III-A L.P. ("GI III-A") and 1,942,812 shares of Class A Common Stock held by GI Partners Fund III-B L.P. ("GI III-B"), in each case following the Exchange.

F3: On March 7, 2017, LCC, certain pre-IPO stockholders (the "Selling Stockholders"), including Ladder HoldCo, GI III-A and GI III-B, 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 Ladder HoldCo, GI III-A and GI III-B. The March 2017 Offering closed on March 13, 2017.

F4: (Continued from Footnote 3) In connection therewith, GI III-A sold 23,971 shares of Class A Common Stock, GI III-B sold 166,918 shares of Class A Common Stock and Ladder Holdco sold 922,168 shares of Class A Common Stock to UBS on March 13, 2017.

F5: 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. Mr. Park is a member of the general partner of GI International L.P. ("GI Partners"), which is an affiliated entity of Ladder Holdco, GI III, GI III-A, GI III-B, GI GP LP, GI Holdings, and GI GP LLC.

F6: Mr. Park directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of Class A Common Stock and the shares of Units and Class B Common Stock reported herein. Mr. Park disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F7: Following the March 2017 Offering, Ladder Holdco holds 9,811,259 Units and shares of Class B Common Stock and no other securities of LCC.

F8: Following the March 2017 Offering, GI III-A holds 255,037 shares of Class A Common Stock and no other securities of LCC.

F9: Following the March 2017 Offering, GI III-B holds 1,775,894 shares of Class A Common Stock and no other securities of LCC.