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*
GI PARTNERS FUND III LP

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/10/2017 C 1,657,001(1) A (1) 3,687,932(4) I See Footnote(3)(7)
Class A Common Stock 10/10/2017 S 1,657,001(2) D $13.55 2,030,931(4) I See Footnote(3)(7)
Class A Common Stock 10/10/2017 S 299,927(2) D $13.55 1,731,004(6) I See Footnote(3)(7)
Class A Common Stock 10/10/2017 S 43,072(2) D $13.55 1,687,932(5) I See Footnote(3)(7)
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
Units and Class B Common Stock $0.00(1) 10/10/2017 C 1,657,001(1) (1) (1) Class A Common Stock 1,657,001(1) (1) 8,154,258(4) I See Footnote(3)(7)
1. Name and Address of Reporting Person*
GI PARTNERS FUND III LP

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI Ladder Holdco, LLC

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI PARTNERS FUND III-A LP

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI Partners Fund III-B L.P.

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI GP III L.P.

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI Holdings III L.P.

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GI GP III LLC

(Last) (First) (Middle)
188 THE EMBARCADERO, SUITE 700

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
Explanation of Responses:
1. On October 10, 2017, GI Ladder Holdco, LLC ("Ladder Holdco") converted 1,657,001 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 1,657,001 shares of Class A Common Stock (the "Class A Common Stock" and collectively with the Class B Common Stock and the Units, the "Equity Interests") of LCC (the "Conversion"). No cash or other consideration was exchanged in connection with the Conversion. The conversion right was exercisable at any time after the issuance of the Class B Common Stock and Units and has no expiration date.
2. On October 10, 2017, Ladder Holdco, GI Partners Fund III-A L.P. ("GI III-A") and GI Partners Fund III-B L.P. ("GI III-B") sold an aggregate of 2,000,000 shares of Class A Common Stock in a block trade (the "Block Trade") as follows: (a) 1,657,001 shares of Class A Common Stock sold by Ladder Holdco, (b) 299,927 shares of Class A Common Stock sold by GI III-B and (c) 43,072 shares of Class A Common Stock sold by GI III-A.
3. GI Partners Fund III L.P. ("GI III") owns Ladder Holdco. GI GP III L.P. ("GI GP LP") is the general partner of GI III, GI III-A, and GI III-B. GI Holdings III L.P. ("GI Holdings") is the limited partner of GI III, GI III-A, and GI III-B. GI GP III LLC ("GI GP LLC") is the general partner of each of GI GP LP and GI Holdings. GI III's principal business is to pursue investments, and GI III-A and GI III-B are affiliated funds in the same business.
4. Following the Conversion and the Block Trade, Ladder Holdco holds 8,154,258 Units and shares of Class B Common Stock and no other securities of LCC.
5. Following the Conversion and the Block Trade, GI III-A holds 211,965 shares of Class A Common Stock and no other securities of LCC.
6. Following the Conversion and the Block Trade, GI III-B holds 1,475,967 shares of Class A Common Stock and no other securities of LCC.
7. Each of GI III, Ladder Holdco, GI III-A, GI III-B, GI GP LP, GI Holdings, and GI GP LLC disclaims beneficial ownership of the Equity Interests reported herein directly owned by any other reporting person, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Remarks:
/s/ Jenny McGinnis, attorney in fact 10/12/2017
** 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).
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