X0303 4 2009-06-11 0 0001313918 Deerfield Capital Corp. DFR 0000928264 MAY PETER W C/O TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock 121462 D Common Stock 2155 I By Family Foundation Performance Shares 2009-06-11 4 A 0 12019 0.00 A 2012-05-19 2012-05-19 Common Stock 12019 12019 D Share amounts give effect to a one-for-ten reverse stock split effected by the Issuer on October 16, 2008. All such shares are owned by the The Leni & Peter May Family Foundation. Mr. May disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Performance Shares are awards that are issued pursuant to the Company's First Amended and Restated Stock Incentive Plan, are stated with reference to a specified number of shares of the Company's Common Stock, and entitle the holder to receive a cash payment or shares of Common Stock or a combination thereof. Each Performance Share awarded to the reporting person represents the right to receive one share of the Company's Common Stock on May 19, 2012, subject to acceleration upon a change in control of the Company, and to certain adjustments, as specified in the Performance Share Award Agreement. The Performance Shares were awarded to the reporting person as the equity component of his compensation for 2009 as a director of the Company. Peter W. May 2009-06-15