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^*

INTRATER ANDREW

(Last)

(First)

(Middle)

C/O COLUMBUS NOVA

900 THIRD AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIFC Corp. [ CIFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2013

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 Stock	06/17/2013		J⁽¹⁾		11,111⁽¹⁾	A	$0	11,111	D
Common Stock	06/17/2013		J⁽²⁾		11,111	D	$0	0	D

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)
Performance Shares	⁽¹⁾	06/17/2013		C			11,111	06/16/2013	06/16/2013	Common Stock	11,111	$0⁽³⁾	0	D

Explanation of Responses:

1. The shares of common stock, par value $0.001 per share (the "Common Stock"), of CIFC Corp. (the "Issuer") reported herein were issued upon the settlement of a grant of Performance Shares awarded on June 16, 2010 pursuant to the Issuer's First Amended and Restated Stock Incentive Plan, as amended. Each Performance Share awarded to the reporting person represents the right to receive, for no consideration, one share of Common Stock on June 16, 2013. The award was settled on June 17, 2013 by the issuance of shares of Common Stock as specified in the Performance Share Award Agreement.

2. The reporting person disposed the shares of Common Stock reported herein to DFR Holdings, LLC ("DFR Holdings") for no consideration. The reporting person is Chief Executive Officer of Renova US Management, LLC, d/b/a Columbus Nova, an affiliate of DFR Holdings. As of June 19, 2013, DFR Holdings was the direct beneficial owner of (i) 4,545,455 shares of Common Stock and (ii) $25 million in aggregate principal amount of Senior Subordinated Convertible Notes due 2017. This Form 4 report does not include any securities of the Issuer that may be deemed to be beneficially owned by DFR Holdings and the reporting person disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The Performance Shares were granted to the reporting person by the Issuer as the stock-based portion of his fee for service as a director for 2010 and approved by the Issuer's Board of Directors.

Remarks:

	/s/ Andrew Intrater	06/19/2013
	** 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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