SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHEN BETSY Z

(Last)

(First)

(Middle)

C/O RAIT FINANCIAL TRUST

CIRA CENTRE, 2929 ARCH ST., 17TH FL.

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAIT Financial Trust [ RAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Chairman & Trustee

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest								398,487⁽¹⁾	D
Common Shares of Beneficial Interest								12,563	I	By 401(k) plan
Common Shares of Beneficial Interest								51,200	I	By IRA f/b/o spouse
Common Shares of Beneficial Interest	07/02/2007		M⁽²⁾		158,101	A	$0.00	228,791	I	By Solomon Investment Partnership, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to acaquire common shares under SERP⁽²⁾⁽⁴⁾	$0.00	07/02/2007		M			158,101	07/02/2007	⁽²⁾⁽⁴⁾	Common Shares of Beneficial Interest	158,101	$0.00	0	I	SERP⁽²⁾⁽⁴⁾

Explanation of Responses:

1. This amount includes 110,868 common shares underlying the equivalent number of phantom units. This amount excludes 126,801 common shares held by a charitable foundation of which the reporting person serves as trustee because the reporting person has no pecuniary interest in those Common Shares.

2. The issuer established a supplemental executive retirement plan ("SERP") for the reporting person pursuant to her employment agreement with the issuer. Under the terms of the SERP, the reporting person?s benefit includes a component distributed in common shares. The issuer established a rabbi trust to hold certain assets to satisfy the issuer's obligations under the SERP and deposited 128,334 common shares in the rabbi trust to satisfy this component. An additional 29,767 common shares were acquired through dividend reinvestment, resulting in a total of 158,101 common shares held by the rabbi trust. In accordance with the terms of the SERP, the rabbi trust distributed these 158,101 common shares in a single sum on July 2, 2007 titled in the name Solomon Investment Partnership, L.P.

3. The reporting person and her spouse are the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P., a limited partnership, and are the sole limited partners of this partnership.

4. The reporting person disclaims beneficial ownership of the right to receive common shares under the SERP, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these rights for purpose of Section 16 or for any other purpose. This report is not an admission that these rights constitute derivative securities.

Remarks:

	/s/ Anders F. Laren, attorney-in-fact	07/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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