SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
RAIT FINANCIAL TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $.03 par value per share
(Title of Class of Securities)
749227609
(CUSIP Number of Class
of Securities)
_______________________
Charles L. Frischer
4404 52nd Avenue NE
Seattle, WA 98105
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (continued on next page(s)) | Page 1 of 8 |
| CUSIP No. 749227609 | 13D | Page 2 of 8 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Charles Frischer I.R.S. I.D. No. |
||
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒ (b) ☐
| |
| 3 |
SEC Use Only
|
||
| 4 |
Sources of Funds *
PF |
||
| 5 |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
|
☐ | |
| 6 |
Citizenship or Place of Organization
USA |
||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
5,920,225 |
|
| 8 |
Shared Voting Power
- 0 - |
||
|
9
|
Sole Dispositive Power
5,920,225 |
||
|
10
|
Shared Dispositive Power
- 0 - |
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,920,225 |
||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
☐ | |
|
13
|
Percent of Class Represented by Amount in Row (11)
6.36% |
||
| 14 |
Type of Reporting Person*
IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 749227609 | 13D | Page 3 of 8 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Libby Frischer Family Partnership I.R.S. I.D. No. |
||
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒ (b) ☐
| |
| 3 |
SEC Use Only
|
||
| 4 |
Sources of Funds *
WC |
||
| 5 |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
|
☐ | |
| 6 |
Citizenship or Place of Organization
USA |
||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
- 0 - |
|
| 8 |
Shared Voting Power
- 0 - |
||
|
9
|
Sole Dispositive Power
- 0 - |
||
|
10
|
Shared Dispositive Power
- 0 - |
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - |
||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
☐ | |
|
13
|
Percent of Class Represented by Amount in Row (11)
0% |
||
| 14 |
Type of Reporting Person*
PN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 749227609 | 13D | Page 4 of 8 |
This Amendment No. 1 to Schedule 13D amends certain information contained in the Schedule 13D filed by Charles Frischer on March 5, 2018 (the “13D”) with respect to the Common Stock, par value $0.03 per share (the “Shares”) of RAIT Financial Trust, a real estate investment trust (the “Issuer”). The principal executive offices of the Issuer are located at Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, PA 19103. Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
| Item 2. | Identity and Background. |
Item 2 shall be deleted in its entirety and replaced with the following:
(a) This statement is being filed by each of Charles Frischer, an individual, and Libby Frischer Family Partnership, a New York partnership (the “Partnership”).
A joint filing agreement among the Reporting Persons is attached hereto as Exhibit 1.
(b) The principal business address of each of the filers is 4404 52nd Avenue NE Seattle, WA 98105.
(c) The principal business of Charles Frischer is private investing. The principal business of the Partnership is investments for its own account.
(d) – (e) Legal Proceedings
During the past five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Citizenship
Mr. Frischer is a citizen of the United States.
| Item 3. | Source and Amount of Funds of Other Consideration. |
Item 3 shall be deleted in its entirety and replaced with the following:
The total amount of funds required to acquire the Shares acquired by Mr. Frischer was $3,197,348.75. Mr. Frischer used personal funds and funds in his IRA to acquire his Shares.
The Partnership has not purchased any Shares.
| CUSIP No. 749227609 | 13D | Page 5 of 8 |
| Item 5. | Interest of Securities of the Issuer. |
Item 5 shall be deleted in its entirety and replaced with the following:
(a) and (b) Beneficial ownership
As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 5,920,225 Shares and the Partnership owns 0 Shares. Accordingly, Mr. Frischer beneficially owns 5,920,225 Shares representing approximately 6.36% of the outstanding Shares. The percentage set forth above and on the cover pages hereto represent the percentage of the outstanding Shares based on a total of 93,045,152 Shares outstanding at March 9, 2018, which amount is derived from the amount reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(c) Transactions during the past sixty days
Information with respect to the Reporting Person’s transactions effected during the past 60 days are set forth on Annex A hereto.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
| Item 6. | Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 shall be deleted in its entirety and replaced with the following:
On March 30, 2018, the Partnership and the Issuer signed a letter (the “Letter”) which provided that the Issuer would exempt (the “Exemption”) the Partnership from the ownership limit contained in the Issuer’s Declaration of Trust providing that no person may own more than 8.3% of its Shares. The Exemption exempts the Partnership from this ownership limit for holding Shares that the Partnership intends to purchase on or after the date of the Letter in an amount which, when added to the Shares owned by Mr. Frischer and certain of his affiliated entities at the time of any such acquisition, does not exceed an amount equal to 12.5% of the outstanding Shares. The above summary of the Letter does not purport to be complete and is qualified in its entirety by the Letter attached to the Issuer’s Form 8-K filed on April 2, 2018 as Exhibit 10.1 and incorporated by reference herein.
| CUSIP No. 749227609 | 13D | Page 6 of 8 |
| Item 7. | Materials to be Filed as Exhibits. |
| 1. | Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D |
| 2. | Letter dated as of March 30, 2018 from Libby Frischer Family Partnership to RAIT Financial Trust and Ledgewood, P.C., incorporated by reference to the Exhibit 10.1 to the Issuer’s Form 8-K filed on April 2, 2018 |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of: April 5, 2018
| /s/ Charles Frischer | ||
| Charles Frischer | ||
| LIBBY FRISCHER FAMILY PARTNERSHIP | ||
| By: | /s/ Charles Frischer | |
| Charles Frischer | ||
| General Partner | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| CUSIP No. 749227609 | 13D | Page 7 of 8 |
ANNEX A
Schedule of Transactions in Common Shares of the Issuer
During the Past 60 Days
Charles Frischer
| Date of Transaction | Quantity Purchased (Sold) |
Price per Share |
| 2/21/2018 | (12,300) | (0.40) |
| 2/26/2018 | 25,000 | 0.19 |
| 2/26/2018 | (11,000) | 0.19 |
| 3/5/2018 | 211,373 | 0.19 |
| 3/6/2018 | 218,527 | 0.19 |
| 3/7/2018 | 227,614 | 0.18 |
| 3/8/2018 | 118,652 | 0.19 |
| 3/9/2018 | 473,963 | 0.20 |
| 3/29/2018 | 18,396 | 0.16 |
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $.03 per share, of Rait Financial Trust and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of April 5, 2018.
| /s/ Charles Frischer | ||
| Charles Frischer | ||
| LIBBY FRISCHER FAMILY PARTNERSHIP | ||
| By: | /s/ Charles Frischer | |
| Charles Frischer | ||
| General Partner | ||