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^*

Bounty Investments, LLC

(Last)

(First)

(Middle)

C/O RENOVA U.S. MANAGEMENT LLC

900 THIRD AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Deerfield Capital Corp. [ DFR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2011

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

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

	Form filed by One Reporting Person
X	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 Stock	04/13/2011	04/13/2011	J		4,545,455	D	⁽¹⁾	0	D
Common Stock	04/13/2011	04/13/2011	J		4,545,455	A	⁽¹⁾	4,545,455⁽¹⁾⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾

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)
Senior Subordinated Convertible Notes due 2017	⁽³⁾⁽⁴⁾	04/13/2011	04/13/2011	J			4,132,231	06/09/2010	12/08/2017⁽³⁾	Common Stock	4,132,231	⁽¹⁾	0	D
Senior Subordinated Convertible Notes due 2017	⁽³⁾⁽⁴⁾	04/13/2011	04/13/2011	J		4,132,231		06/09/2010	12/08/2017⁽³⁾	Common Stock	4,132,231	$6.05⁽⁴⁾	4,132,231⁽¹⁾⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾
Short Put Option (Obligation to Purchase Convertible Notes)⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽³⁾	04/13/2011	04/13/2011	J			1⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/08/2017⁽³⁾	Common Stock	⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽¹⁾	0	D
Short Put Option (Obligation to Purchase Convertible Notes)⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽³⁾⁽⁴⁾	04/13/2011	04/13/2011	J		1⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/08/2017⁽³⁾	Common Stock	⁽⁵⁾⁽⁶⁾⁽⁷⁾	$6.05⁽⁴⁾	1⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Bounty Investments, LLC

(Last)

(First)

(Middle)

C/O RENOVA U.S. MANAGEMENT LLC

900 THIRD AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mayflower Trust

(Last)

(First)

(Middle)

MORGAN & MORGAN BUILDING, PASEA ESTATE

(Street)

ROAD TOWN, TORTOLA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Santa Maria Overseas Ltd.

(Last)

(First)

(Middle)

2ND TERRACE WEST

(Street)

CENTREVILLE, NASSAU

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TZ Columbus Services Ltd

(Last)

(First)

(Middle)

PASEA ESTATE, P.O. BOX 958

(Street)

ROAD TOWN, TORTOLA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Pursuant to the Assignment and Contribution Agreement, dated April 13, 2011, Bounty Investments, LLC ("Bounty"), assigned and contributed its shares of Common Stock and the $25 million in aggregate principal amount of the Senior Subordinated Convertible Notes due 2017 (the "Convertible Notes") of CIFC Deerfield Corp. (the "Issuer") and all rights and obligations thereto, to DFR Holdings, LLC ("DFR Holdings"). The securities reported on this Form 4 report are directly held by DFR Holdings. Bounty has 99% of the percentage interest in DFR Holdings. Santa Maria Overseas Ltd., a Bahamanian company ("Santa Maria"), owns 80% of the equity interests of Bounty. Mayflower Trust, a Cayman Islands trust ("Mayflower") owns 100% of the equity interests of Santa Maria. TZ Columbus Services Limited, a British Virgin Islands corporation ("TZ"), is the trustee of Mayflower.

2. Each reporting entity disclaims beneficial ownership of the reported securities except to the extent of the insider's pecuniary interest in them

3. The Convertible Notes of the Issuer are convertible by DFR Holdings into shares of Common Stock until 5:00 PM New York City time on December 8, 2017, which is the end of the business day immediately prior to the date that the Convertible Notes mature unless the Issuer elects to redeem all or any portion of the Convertible Notes early on or after June 9, 2012.

4. The values set forth in these fields are based upon the stated conversion rate of 165.29 shares per $1,000 principal amount of Convertible Notes or approximately $6.05 per share. Following certain corporate events that occur prior to maturity, including, without limitation, distributions of stock, stock splits or stock combinations, cash dividends, payments in tender or exchange offers, issuances of equity-linked securities and spin-off transactions, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event will be adjusted.

5. DFR Holdings is in a short ownership position with respect to a put option owned by the Issuer. The Issuer may, in its sole discretion, pay up to 50% of the interest due on the Convertible Notes in "pay-in-kind" interest (the "PIK Interest") by issuing additional Convertible Notes to DFR Holdings on each quarterly interest payment date so long as the payment of PIK Interest would not be prohibited by, or constitute a default under, any other indebtedness or preferred stock of the Issuer or any of its subsidiaries. (continued on the next footnote...)

6. (continued from the last footnote...) To the extent that the Issuer has elected to pay any interest in PIK Interest, then the Issuer will pay interest at a per annum rate of (i) 10% during the period from June 9, 2010 to June 8, 2012, (ii) 11% during the period from June 9, 2012 to June 8, 2013 and (iii) 12% during the period from June 9, 2013 to December 9, 2017, unless the Issuer elects to redeem all or any portion of the Convertible Notes on or after June 9, 2012. Assuming that the Issuer pays the maximum amount of PIK Interest allowed, the Reporting Persons may be deemed to beneficially own an additional $6.514 million in aggregate principal amount of Convertible Notes, which will be convertible into approximately 1,076,637 shares of Common Stock based upon the stated conversion rate of 165.29 shares per $1,000 principal amount of Convertible Notes, or approximately $6.05 per share of Common Stock, which is subject to adjustment as discussed in Footnote (4).

7. The Issuer may exercise its right to issue PIK Interest on any quarterly interest payment date under the Convertible Notes until the maturity date thereof as discussed in Footnote (3).

Remarks:

This Form 4 report is being filed jointly by (i) Bounty, (ii) Santa Maria, (iii) Mayflower and (iv) TZ (and together with Bounty, Santa Maria and Mayflower, the "Reporting Persons"). The securities reported on this Form 4 report are directly held by DFR Holdings. Bounty owns 99% of the equity interests of DFR Holdings. Santa Maria owns 80% of the equity interests of Bounty. Mayflower owns 100% of the equity interests of Santa Maria. TZ is the trustee of Mayflower.

	BOUNTY INVESTMENTS, LLC /s/ Andrew Intrater By: Andrew Intrater Title: Chief Executive Officer	04/15/2011
	/s/ Andrew Intrater, By: Andrew Intrater, Title: Attorney-In-Fact	04/15/2011
	/s/ Andrew Intrater, By: Andrew Intrater, Title: Attorney-In-Fact	04/15/2011
	/s/ Andrew Intrater, By: Andrew Intrater, Title: Attorney-In-Fact	04/15/2011
	** Signature of Reporting Person	Date
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