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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Park Howard (Last) (First) (Middle) C/O GI PARTNERS 2180 SAND HILL ROAD, SUITE 210 (Street) MENLO PARK CA 94015 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ladder Capital Corp [ LADR ]	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) 02/11/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2014		J		2,551,749	A	(1)	2,551,749(2)	I	See Footnotes.(3)(4)
Class A Common Stock	02/10/2014		J		366,459	A	(1)	366,459(2)	I	See Footnotes.(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0.00(5)	02/10/2014	(6)	J		13,987,509		08/05/2014(7)	(8)	Class A Common Stock	13,987,509	(1)	13,987,509	I	See Footnotes.(3)(4)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering of its Class A Common Stock, par value $0.001 per share, the Issuer effectuated a reorganization of its capital structure (the "Reorganization") by exchanging interests in Ladder Capital Finance Holding LLLP ("LCFH") for shares of the Issuer's Class A Common Stock, shares of the Issuer's Class B Common Stock, and limited partnership interests of LCFH ("Units"). The securities reflected on this Form 4 were provided in exchange for interests in LCHF during the Reorganization.

2. The shares of the Issuer's Class A Common Stock held by GI III-A and GI III-B are subject to a lock-up agreement and cannot be freely traded until August 5, 2014.

3. The 2,551,749 and 366,459 shares of Class A Common Stock are owned by GI Partners Fund III-B L.P. ("GI III-B") and GI Partners Fund III-A L.P. ("GI III-A"), respectively. The 13,987,509 shares of Class B Common Stock of the Issuer are owned by GI Ladder Holdco, LLC ("Ladder Holdco"). 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.

4. 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 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.

5. Each share of the Issuer's Class B Common Stock can be paired with a Unit and submitted to the Issuer for conversion into one share of the Issuer's Class A Common Stock, subject to expiration of the lock-up period described herein. Ladder Holdco owns 13,987,509 Units.

6. Not Applicable.

7. The shares of the Issuer's Class B Common Stock held by Ladder Holdco are subject to a lock-up and cannot be combined with Units and converted into shares of the Issuer's Class A Common Stock until August 5, 2014.

8. Not Applicable.

Remarks:

	/s/ Jenny McGinnis, attorney in fact	02/13/2014
	** 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).
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