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