0001140361-23-028039.txt : 20230602
0001140361-23-028039.hdr.sgml : 20230602
20230602161524
ACCESSION NUMBER: 0001140361-23-028039
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230531
FILED AS OF DATE: 20230602
DATE AS OF CHANGE: 20230602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pyatt Jeffrey B.
CENTRAL INDEX KEY: 0001794158
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39134
FILM NUMBER: 23988904
MAIL ADDRESS:
STREET 1: BROADMARK REALTY CAPITAL INC.
STREET 2: 1420 FIFTH AVENUE, SUITE 2000
CITY: SEATTLE
STATE: WA
ZIP: 98101
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Broadmark Realty Capital Inc.
CENTRAL INDEX KEY: 0001784797
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 842620891
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1420 FIFTH AVENUE
STREET 2: SUITE 2000
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: 206-971-0800
MAIL ADDRESS:
STREET 1: 1420 FIFTH AVENUE
STREET 2: SUITE 2000
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: Trinity Sub Inc.
DATE OF NAME CHANGE: 20190806
4
1
form4.xml
X0407
4
2023-05-31
true
0001784797
Broadmark Realty Capital Inc.
BRMK
0001794158
Pyatt Jeffrey B.
C/O BROADMARK REALTY CAPITAL INC.
1420 FIFTH AVENUE, SUITE 2000
SEATTLE
WA
98101
true
true
Interim CEO
false
Common Stock
2023-05-31
4
D
0
252988
D
0
D
Common Stock
2023-05-31
4
D
0
2487623
D
0
I
Pyatt Lending Company, LLC
Pursuant to the Agreement and Plan of Merger, dated as of February 26, 2023 (the "Agreement"), by and among Ready Capital Corporation, a Maryland corporation ("Parent"), RCC Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, effective May 31, 2023 (the "Effective Time"), the Issuer was merged with and into Merger Sub with Merger Sub continuing as the surviving company and a subsidiary of Parent.
Pursuant to the Agreement, at the Effective Time, each one share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to 0.47233 shares (the "Exchange Ratio") of Parent's common stock ("Parent Common Stock"), with fractional shares paid out in cash.
Includes 120,362 restricted stock units ("RSUs") unvested immediately prior to the Effective Time. Each RSU represented a contingent right to receive one share of Common Stock upon vesting.
Pursuant to the Agreement, at the Effective Time, each Issuer RSU outstanding, whether vested or unvested, was assumed by Parent and converted into an award of RSUs with respect to a number of shares of Parent Common Stock equal to the product of (i) the total number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such RSUs as of immediately prior to the Effective Time.
Mr. Pyatt and his spouse are considered beneficial owners of the shares of Common Stock held by Pyatt Lending Company, LLC, as they share voting and dispositive power over such shares.
/s/ Nevin Boparai, as attorney-in-fact for Jeffrey B. Pyatt
2023-06-02