0001104659-23-092702.txt : 20230816 0001104659-23-092702.hdr.sgml : 20230816 20230816180506 ACCESSION NUMBER: 0001104659-23-092702 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230814 FILED AS OF DATE: 20230816 DATE AS OF CHANGE: 20230816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capasse Thomas E CENTRAL INDEX KEY: 0001469065 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35808 FILM NUMBER: 231179334 BUSINESS ADDRESS: BUSINESS PHONE: 2128438906 MAIL ADDRESS: STREET 1: SUTHERLAND ASSET MANAGEMENT CORPORATION STREET 2: 1185 AVENUE OF THE AMERICAS, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ready Capital Corp CENTRAL INDEX KEY: 0001527590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900729143 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-257-4600 MAIL ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Sutherland Asset Management Corp DATE OF NAME CHANGE: 20161110 FORMER COMPANY: FORMER CONFORMED NAME: ZAIS Financial Corp. DATE OF NAME CHANGE: 20110808 4 1 tm2323974-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-14 0 0001527590 Ready Capital Corp RC 0001469065 Capasse Thomas E 1251 AVENUE OF THE AMERICAS 50TH FLOOR NEW YORK NY 10020 1 1 0 0 CEO and CIO 0 Common Stock 2023-08-14 4 W 0 26623 0 D 0 I By Edward J. Capasse Revocable Trust Common Stock 2023-08-14 4 W 0 26623 0 A 26623 I Edward J Capasse Irrevocable Trust Common Stock 2023-08-15 4 S 0 26623 10.70 D 0 I Edward J Capasse Irrevocable Trust 6.50% Series E Cumulative Redeemable Preferred Stock 20000 D Common Stock 309925 D Common Stock 91994 I By Waterfall Prior to the death of the Reporting Person's father, these shares were held in a trust for the benefit of the Reporting Person's father, and the Reporting Person's father was trustee of the trust. In connection with the Reporting Person's father's death, the shares were transferred to an irrevocable family trust of which the Reporting Person is trustee and members of the Reporting Person's immediate family are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Reflects the liquidation of the trust in connection with the death of the Reporting Person's father. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Reflects the weighted average sale price. The Reporting Person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $10.66 to $10.77. Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series E Preferred Stock) of the Issuer, the Reporting Person will have the right to convert the shares of Series E Preferred Stock into a number of shares of common stock of the Issuer per share of Series E Preferred Stock equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends by (ii) the Common Stock Price (as defined in the Articles Supplementary relating to the Series E Preferred Stock) and (B) 3.2916, subject to certain adjustments indicated in the Articles Supplementary relating to the Series E Preferred Stock. These shares represent the 91,994 shares of Common Stock of the Issuer out of the 305,124 and 8,869 total shares of Common Stock owned by the Manager and its affiliate, Waterfall Management, LLC ("WM" and together with the Manager, "Waterfall"), respectively, based on the Reporting Person's percentage of direct ownership interests in Waterfall. WM serves as the general partner of Sutherland REIT Holdings, LP (the "Partnership") and may be deemed to be the beneficial owner of the shares of Common Stock that are held by the Partnership. In addition, the Reporting Person is a principal of the Manager and may be deemed to share voting and investment power over the 11,430,546 shares of Common Stock held by the Partnership. /s/ Thomas E. Capasse, by Michael Kessler, his Attorney-in-fact 2023-08-16