SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Harris Brian

(Last) (First) (Middle)
C/O LADDER CAPITAL CORP
345 PARK AVE., 8TH FL.

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ladder Capital Corp [ LADR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/20/2019 G(1) V 510,042 D $0 520,130 D
Class A Common Stock 09/20/2019 G(1) V 510,042 A $0 510,042 I By Spouse
Class A Common Stock 09/20/2019 G(2) V 510,042 D $0 10,088 D
Class A Common Stock 09/20/2019 G(2) V 510,042 A $0 510,042 I By Harris Investment Associates LP II
Class A Common Stock 09/20/2019 G(3) V 510,042 D $0 0 I By Spouse
Class A Common Stock 09/20/2019 G(3) V 510,042 A $0 1,020,084 I By Harris Investment Associates LP II
Class A Common Stock 400,540(4) I By Harris Investment Associates LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This transaction involved a gift of securities by the reporting person to his spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.
2. This transaction involved a gift of securities by the reporting person to Harris Investment Associates LP II, of which the reporting person is the general partner. The reporting person disclaims beneficial ownership of the shares held by Harris Investment Associates LP II, and this report should not be deemed an admission that the reporting person is the beneficial owner of shares held by Harris Investment Associates LP II for purposes of Section 16 or for any other purpose.
3. This transaction involved a gift of securities by the reporting person's spouse to Harris Investment Associates LP II, of which the reporting person is the general partner. The reporting person disclaims beneficial ownership of the shares held by Harris Investment Associates LP II, and this report should not be deemed an admission that the reporting person is the beneficial owner of shares held by Harris Investment Associates LP II for purposes of Section 16 or for any other purpose.
4. Total includes 3,501 shares of Class A Common Stock received as a result of a dividend payment on January 24, 2019, to all holders of record of Ladder Capital Corp's Class A Common Stock on December 10, 2018.
/s/ Michelle Wallach, as Attorney-in-Fact for Brian Harris 12/26/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.