0001140361-23-028041.txt : 20230602
0001140361-23-028041.hdr.sgml : 20230602
20230602161527
ACCESSION NUMBER: 0001140361-23-028041
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230531
FILED AS OF DATE: 20230602
DATE AS OF CHANGE: 20230602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hirsch Daniel J.
CENTRAL INDEX KEY: 0001453077
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39134
FILM NUMBER: 23988910
MAIL ADDRESS:
STREET 1: 748 DIAMOND STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94114
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Broadmark Realty Capital Inc.
CENTRAL INDEX KEY: 0001784797
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 842620891
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1420 FIFTH AVENUE
STREET 2: SUITE 2000
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: 206-971-0800
MAIL ADDRESS:
STREET 1: 1420 FIFTH AVENUE
STREET 2: SUITE 2000
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: Trinity Sub Inc.
DATE OF NAME CHANGE: 20190806
4
1
form4.xml
X0407
4
2023-05-31
true
0001784797
Broadmark Realty Capital Inc.
BRMK
0001453077
Hirsch Daniel J.
C/O BROADMARK REALTY CAPITAL INC.
1420 FIFTH AVENUE, SUITE 2000
SEATTLE
WA
98101
true
false
Common Stock
2023-05-31
4
D
0
206532
D
0
D
Warrants (Right to Buy)
11.5
2023-05-31
4
D
0
259
D
2019-12-14
2024-11-14
Common Stock
259
0
D
Pursuant to the Agreement and Plan of Merger, dated as of February 26, 2023 (the "Agreement"), by and among Ready Capital Corporation, a Maryland corporation ("Parent"), RCC Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, effective May 31, 2023 (the "Effective Time"), the Issuer was merged with and into Merger Sub with Merger Sub continuing as the surviving company and a subsidiary of Parent.
Pursuant to the Agreement, at the Effective Time, each one share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to 0.47233 shares (the "Exchange Ratio") of Parent's common stock ("Parent Common Stock"), with fractional shares paid out in cash.
Includes 13,050 restricted stock units ("RSUs") unvested immediately prior to the Effective Time. Each RSU represented a contingent right to receive one share of Common Stock upon vesting.
Pursuant to the Agreement, at the Effective Time, each Issuer RSU outstanding, whether vested or unvested, was assumed by Parent and converted into an award of RSUs with respect to a number of shares of Parent Common Stock equal to the product of (i) the total number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such RSUs as of immediately prior to the Effective Time.
Pursuant to the Agreement, following the Effective Time, each Issuer warrant representing the right to purchase shares of Common Stock ("Warrants") remained outstanding and entitles the Reporting Person to receive, upon the exercise of such Warrants, the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Common Stock subject to such Warrants immediately prior to the Effective Time and (ii) the Exchange Ratio, on the same terms and conditions as were applicable to such Warrants as of immediately prior to the Effective Time.
/s/ Daniel J. Hirsch
2023-06-02