X0306 4 2014-02-11 0 0001577670 Ladder Capital Corp LADR 0001598521 Harney Thomas C/O LADDER CAPITAL CORP 345 PARK AVENUE, 8TH FLOOR NEW YORK NY 10154 0 1 0 0 Head-Merchant Banking & Cap Mk Class A Common Stock 2014-02-11 4 A 0 114706 0 A 114706 D Units and Class B common stock 2014-02-11 4 J 0 201355 A Class A common stock 201355 201355 D Fifty percent of each restricted stock award granted in connection with the initial public offering of common stock (the "IPO") of Ladder Capital Corp ("LCC") is subject to specified performance-based vesting criteria, and the remaining fifty percent of each restricted stock award is subject to time-based vesting criteria. The performance-vesting restricted stock granted to Mr. Harney will vest in three equal installments on December 31 of each of 2014, 2015 and 2016. The time-vesting restricted stock granted to Mr. Harney will vest in three equal installments on the first three anniversaries of the date of grant, subject to his continued employment on the applicable vesting dates. Includes new LP units in Ladder Capital Finance Holdings LLLP (the "LP Units") and Class B common stock of LCC (the "Class B Common Stock") exchangeable into Class A common stock of LCC (the "Class A Common Stock"). Pursuant to the Amended and Restated LLLP Agreement entered into in connection with the closing of the IPO, holders of the LP Units and Class B Common Stock issued in connection with the reorganization, which occurred immediately prior to the consummation of the IPO, may, from time to time, exchange LP Units paired with an equal number of shares of Class B Common Stock for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The LP Units and Class B Common Stock together are convertible, at Mr. Harney's election, at any time after its issuance. This conversion right has no expiration date. /s/ Michelle Wallach as Attorney-in-Fact for Thomas Harney 2014-02-13