X0306 4 2016-07-14 0 0001253986 ARBOR REALTY TRUST INC ABR 0000942473 KAUFMAN IVAN C/O ARBOR REALTY TRUST, INC. 333 EARLE OVINGTON BLVD., STE. 900 UNIONDALE NY 11553 1 1 1 0 COB, CEO and President Special Voting Preferred Stock, par value $0.01 per share 2016-07-14 4 J 0 21230769 212307.69 A 21230769 I By Arbor Commercial Mortgage, LLC Common Stock, par value $0.01 per share 5349053 I By Arbor Commercial Mortgage, LLC Common Stock, par value $0.01 per share 180000 I By Ivan and Lisa Kaufman Family Trust Common Stock, par value $0.01 per share 3598 I By son, Maurice Kaufman Common Stock, par value $0.01 per share 1617 I By son, Adam Kaufman under Uniform Gift to Minors Act Common Stock, par value $0.01 per share 32875 I By spouse, Lisa Kaufman Partnership Common Units 2016-07-14 4 J 0 21230769 A 2017-07-14 Common Stock, par value $0.01 per share 21230769 21230769 I By Arbor Commercial Mortgage, LLC Pursuant to the Pairing Agreement, dated as of July 14, 2016, among Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), the Company will issue to ACM one share of Special Voting Preferred Stock, par value $0.01 per share, for each Partnership Common Unit that ARLP issues to ACM. On July 14, 2016, ARLP issued 21,230,769 Partnership Common Units to ACM and therefore, the Company issued the same number of shares of Special Voting Preferred Stock to ACM. Pursuant to the Partnership Agreement of ARLP, as amended and restated as of July 14, 2016, each Partnership Common Unit is redeemable at the election of the holder for the cash value of one share of Company's common stock, par value $0.01 per share (the "Common Stock"), which value is generally determined by the average of the daily closing prices for ten (10) consecutive trading days immediately preceding the date of the holder's election of redemption. In lieu of paying a redeeming holder this cash amount, the Company may elect to issue one share of Common Stock for each Partnership Common Unit surrendered for redemption. Pursuant to the Asset Purchase Agreement, dated February 25, 2016, by and among the Company, ARLP, Arbor Multifamily Lending, LLC ("AML" and together with ARLP, the "Buyer"), Arbor Commercial Funding, LLC ("ACF"), and ACM (together with ACF, the "Seller"), the Buyer agreed to purchase the agency business of ACM from the Seller (the "Acquisition"). The Acquisition was consummated on July 14, 2016 for a price of $276.0 million, 50% of which was paid in 21,230,769 Partnership Common Units of ARLP. Not applicable. /s/ Ivan Kaufman 2016-07-18