SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Ladder Capital Corp

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

505743 104

(CUSIP Number)

Richard O’Toole, Esq.

Related Fund Management, LLC

60 Columbus Circle

New York, New York 10023

(212) 421-5333

with a copy to:

Alan J. Sinsheimer, Esq. and Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 12, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 § 240.13d-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 page 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).

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RELATED FUND MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed with the SEC on November 3, 2017 (the “Form 10-Q”). The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding units of Series REIT of Ladder Capital Finance Holdings (“LCFH”) and units of Series TRS of LCFH (collectively, “Units”) and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RELATED REAL ESTATE FUND II GP-A, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RELATED REAL ESTATE FUND II GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RELATED REAL ESTATE FUND II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RREFII ACQUISITIONS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

CUSIP No. 505743 104

1	NAME OF REPORTING PERSON RREF II LADDER LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,255,234
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,255,234
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,255,234
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage set forth above is calculated based on 88,925,736 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Form 10-Q. The percentage excludes the effect of shares of Class A Common Stock issuable on exchange of currently outstanding Units and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for shares of Class A Common Stock, such percentage would be equal to 6.6%, which is calculated based on the number of outstanding shares of Class A Common Stock set forth above and 21,822,238 shares of Class B Common Stock and Units outstanding as of October 31, 2017, as reported in the Form 10-Q.

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Schedule 13D filed on March 13, 2017 and amended prior to the date of this amendment (as so amended, the “Original Schedule 13D”) by Related Fund Management, LLC, a Delaware limited liability company (“Related Management”), Related Real Estate Fund II GP-A, LLC, a Delaware limited liability company (“Related GP-A”), Related Real Estate Fund II GP, L.P., a Delaware limited partnership (“Related GP”), Related Real Estate Fund II, L.P., a Delaware limited partnership (“Related Fund”), RREFII Acquisitions, LLC, a Delaware limited liability company (“RREFII Acquisitions”), and RREF II Ladder LLC, a Delaware limited liability company (“RREF Ladder”), all of whom are together referred to as the “Reporting Persons”, relating to the Class A Common Stock, par value $0.001 per share (“Shares”), of Ladder Capital Corp, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended by adding a new third paragraph to read in full as follows:

“After the close of market on January 12, 2018, Related Management called the Issuer and proposed to acquire the Issuer. On January 15, 2018, Related Management delivered a letter to the Board of Directors of the Issuer (the “January 15 Letter”) memorializing the proposal, which is for $15 per share. If the proposed transaction were consummated, the Shares would be delisted from the New York Stock Exchange and would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The foregoing summary of the proposal is qualified in its entirety by reference to the January 15 Letter filed as Exhibit 8 herewith, which is incorporated by reference herein.”

Item 7. Material to be Filed as Exhibits.

Exhibit	Description
Exhibit 1*	Joint Filing Agreement, dated as of March 13, 2017, among the Reporting Persons.
Exhibit 2*	Directors and Executive Officers of Reporting Persons, Related Companies and Realty Group
Exhibit 3*	Stock Purchase Agreement, dated as of February 27, 2017, by and among RREF II Ladder LLC, GI Ladder Holdco LLC, GI Partners Fund III-B, L.P., GI Partners Fund III-A, L.P., TI II Ladder Holdings, LLC, TowerBrook Investors II AIV, L.P., GP09 PX (LAPP) Ladder Capital LTD., GP09 GV Ladder Capital LTD., GP09 PX Ladder Capital LTD. and OCP LCF Holdings Inc.
Exhibit 4*	Stockholders Agreement, dated March 3, 2017, by and among Ladder Capital Corp, RREF II Ladder LLC and any permitted transferee that becomes a party thereto by executing and delivering a joinder thereto.
Exhibit 5*	Lock-Up Agreement, dated March 3, 2017, by and between Deutsche Bank Securities Inc. and RREF II Ladder LLC.
Exhibit 6* Exhibit 7*	Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP, and each of the investors named therein. Stock Purchase Agreement, dated as of November 9, 2017, by and among RREF II Ladder LLC, TI II Ladder Holdings, LLC and TowerBrook Investors II AIV, L.P.
Exhibit 8	Letter, dated January 15, 2018, from Related Management to the Board of Directors of the Issuer.

* Previously filed.

Important Notice

This communication is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities, and the offers to purchase described herein have not commenced. If the parties reach agreement and a tender offer for the Class A shares of Ladder Capital Corp (“Ladder”) is commenced, security holders are advised to read the tender offer statement and related documents (including the offer to purchase, the letter of transmittal and the Ladder solicitation/recommendation statement) when they become available because they will contain important information. In that case, security holders will be able to obtain copies of documents filed with the SEC and related to the tender offer for free at www.sec.gov or from Ladder.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 16, 2018	RELATED FUND MANAGEMENT, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Executive Vice President
Date: January 16, 2018	RELATED REAL ESTATE FUND II GP-A, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Executive Vice President
Date: January 16, 2018	RELATED REAL ESTATE FUND II GP, L.P.
	By:	Related Real Estate Fund II GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Executive Vice President
Date: January 16, 2018	RELATED REAL ESTATE FUND II, L.P.
	By:	Related Real Estate Fund II GP, L.P., its general partner
	By:	Related Real Estate Fund II GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Executive Vice President
Date: January 16, 2018	RREFII ACQUISITIONS, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: January 16, 2018	RREF II LADDER LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Executive Vice President

EX-99.8

Exhibit 8

RELATED FUND MANAGEMENT, LLC

60 Columbus Circle

New York, NY 10023

January 15, 2018

Board of Directors

Ladder Capital Corp

345 Park Avenue

New York, NY 10154

Attn: Alan Fishman, Chairman of the Board

Dear Alan:

We are pleased to submit this proposal to acquire all of the outstanding shares of Ladder Capital Corp (the “Company”) for a cash consideration of $15 per share. This proposal represents a premium of more than 10% over the closing price per Class A Share on January 12, 2018 (the last trading day before the delivery of this letter). Key terms of the proposal are summarized below:

1. Transaction structure. We envision the following steps would occur on the closing date of the acquisition:

• An acquisition vehicle to be formed by us consummates offers to purchase for cash (a) Class A Shares and (b) Class B Shares (and related LP interests), in each case at $15 per share.

• The Company issues Class A Shares in exchange for Class B Shares (and related LP interests) pursuant to the terms of the operating partnership agreement.

• The acquisition vehicle merges into the Company pursuant to DGCL 251(h), as a result of which Class A Shares that were not tendered (including Class A Shares issued in exchange for Class B Shares and LP interests as contemplated by the preceding bullet) get cashed out at the tender price.¹

2. Financing. We do not anticipate the need for a financing condition, since we plan to have our financing fully committed at the time we sign the definitive agreement.

3. Business plans; employees. We intend to continue to expand the current Company platform, particularly with respect to the asset management business, by raising additional capital. We anticipate that we will retain the majority of the Company’s employees.

4. Conditions. The acquisition would be subject to customary conditions, including that the shares tendered into our offers to purchase for cash, plus the shares rolling over into indirect ownership of the acquisition vehicle, constitute a majority of the outstanding shares.

5. Tender agreements. We envision that at the time we execute a definitive agreement, certain holders would enter into agreements to tender into the tender offers.

¹  Before the merger, certain holders (e.g. our affiliate RREF II Ladder LLC) would be given the opportunity to roll their interests into an indirect ownership of the acquisition vehicle.

6. Advisors, timing and process. We have retained Evercore Group LLC and Sullivan & Cromwell LLP as our advisors on this transaction. We are quite familiar with the Company and are prepared to sign an NDA, complete customary diligence and negotiate a definitive merger agreement in short order. Communications regarding this proposal may be directed to me or to our contacts at Evercore Group LLC or, for legal matters, Sullivan & Cromwell LLP. I will send you their contact information separately.

Nothing in this letter should be considered to constitute a binding obligation or commitment of us to proceed with, or consummate, any transaction. Any transaction among the parties will be subject to, and qualified in its entirety by, the execution and delivery of a mutually acceptable definitive agreement.

We are excited about this opportunity and look forward to working with you toward the completion of a successful transaction.

*        *         *

Sincerely,

/s/ Justin Metz

RELATED FUND MANAGEMENT, LLC

Name: Justin Metz

Title: President

Important Notice

This communication is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities, and the offers to purchase described herein have not commenced. If the parties reach agreement and a tender offer for the Class A shares of Ladder Capital Corp. (“Ladder”) is commenced, security holders are advised to read the tender offer statement and related documents (including the offer to purchase, the letter of transmittal and the Ladder solicitation/recommendation statement) when they become available because they will contain important information. In that case, security holders will be able to obtain copies of documents filed with the SEC and related to the tender offer for free at www.sec.gov or from Ladder.