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^*

Ross Jack J.

(Last)

(First)

(Middle)

1140 AVENUE OF THE AMERICAS, 7TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sutherland Asset Management Corp [ SLD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2016

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	11/25/2016		P		39,000	A	$12.9⁽¹⁾	39,000⁽²⁾	I	By Robin J. Ross 2009 Trust
Common Stock								13,926⁽³⁾	D
Common Stock								12,376⁽⁴⁾	I	By Waterfall
Common Stock								213,742⁽⁵⁾⁽⁶⁾	I	By Sutherland REIT Holdings, LP

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)

Explanation of Responses:

1. The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $12.85 to $12.95, inclusive on November 25, 2016. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The Reporting Person owns the shares of common stock of the Issuer through the Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the trustee and sole beneficiary of the trust. The trustee of the trust has sole voting and investment power with respect to the securities held by the trust.

3. The Reporting Person owns the shares of common stock of the Issuer through the Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of the Reporting Person and his wife. These shares of common stock were erroneously reported as being owned indirectly by the Reporting Person on his Form 3, and this Form 4 reflects that they are owned directly by the Reporting Person.

4. These shares represent the 12,376 shares of common stock of the Issuer out of the 38,757 and 8,454 total shares of common stock held by Waterfall Asset Management, LLC and Waterfall Management, LLC (collectively, "Waterfall"), respectively, based on the Reporting Person's percentage ownership in Waterfall. The Reporting Person disclaims beneficial ownership of the shares held by Waterfall, except to the extent of his economic interest therein.

5. These shares represent 213,742 shares of common stock of the Issuer out of the 13,733,959 total shares of common stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage ownership in the Partnership. Waterfall Management, LLC, an affiliate of Waterfall Asset Management, LLC, the Issuer's external manager, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Partnership. In addition, the Reporting Person is a principal of Waterfall Asset Management, LLC and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement.

6. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of common stock, except to the extent of the 213,742 shares reported herein, which represents his economic interest in the Partnership. [The Reporting Person owns interests in the Partnership through the Jack J. Ross and Mrs. Robin J. Ross JTWROS and Robin J. Ross 2009 Trust] [Waterfall to confirm]. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the sole trustee and beneficiary of the trust. The trustee of the trust have sole voting and investment power with respect to the securities held by the trust.

	/s/ Jack J. Ross	11/29/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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