X0306 4 2012-11-15 0 0001045425 RAIT Financial Trust RAS 0001559072 Silberstein Andrew Mark C/O RAIT FINANCIAL TRUST 2929 ARCH ST., 17TH FL. PHILADELPHIA PA 19104 0 0 0 1 Trustee Series D Cumulative Redeemable Preferred Shares 2012-11-15 4 A 0 800000 A Series E Cumulative Redeemable Preferred Shares 800000 1600000 I By ARS VI Investor I, LLC Common Share Purchase Warrant 6.00 2012-11-15 4 A 0 1986200 A 2012-11-15 Common Shares of Beneficial Interest 1986200 3972400 I By ARS VI Investor I, LLC Common Share Appreciation Right 6.00 2012-11-15 4 A 0 1347133.4 A Common Shares of Beneficial Interest 1347133.4 2694266.8 I By ARS VI Investor I, LLC The Series D Cumulative Redeemable Preferred Shares are exchangeable into the issuer's Series E Cumulative Redeemable Preferred Shares in certain circumstances on a one-for-one basis, and have no expiration date. These securities were issued pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated as of October 1, 2012 among the issuer, certain subsidiaries of the issuer and ARS VI Investor I, LLC. The purchase price allocated per security is approximately $21.5685 per Series D Cumulative Redeemable Preferred Share, $0.925 per Common Share Purchase Warrant and $0.674 per Common Share Appreciation Right. The reported securities are owned directly by ARS VI Investor I, LLC (the "Investor"), a limited liability company in which the reporting person indirectly holds an equity interest. Pursuant to the Purchase Agreement, the Investor may designate a trustee on the issuer's board of trustees. The deputized trustee of the Investor is the reporting person, who serves on the issuer's board of trustees as the Investor's representative. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. These securities terminate on the earlier of (i) October 1, 2027 unless exercised on or prior to such date or (ii) (x) thirty (30) days following the receipt of notice by the holder thereof of a defined change of control or (y) if later, the date such change of control occurs. The Common Share Appreciation Rights are exercisable commencing on the earlier of October 1, 2014 and the occurrence of a defined change of control. The Common Share Appreciation Rights are settled in cash, not in the registrant's Common Shares of Beneficial Interest. s/ Anders F. Laren, attorney-in-fact 2012-11-16