X0202 4 2004-10-12 0 0001253986 ARBOR REALTY TRUST INC ABR 0000942473 KAUFMAN IVAN C/O ARBOR REALTY TRUST, INC. 333 EARLE OVINGTON BLVD., STE. 900 UNIONDALE NY 11553 1 1 1 0 COB, CEO and President Common Stock, par value $.01 per share 2004-10-12 4 X 0 400 15.00 A 2400 I By son, Maurice Kaufman under Uniform Gift to Minors Act Special Voting Preferred Stock 2004-10-12 4 J 0 629345 0.00 A 3776069 I By Arbor Commercial Mortgage, LLC Common Stock, par value $.01 per share 120000 D Common Stock, par value $.01 per share 67 I By Arbor Commercial Mortgage, LLC Warrants 15.00 2004-10-12 4 X 0 400 D 2004-07-13 2005-07-01 Common Stock, par value $.01 per share 400 0 I By son, Maurice Kaufman under Gift pursuant to Minors Act Redeemable Paired Partnership Units 0.00 2004-10-12 4 X 0 629345 A 2004-10-04 Common Stock, par value $.01 per share 629345 3776069 I By Arbor Commercial Mortgage, LLC Warrants for Redeemable Paired Partnership Units 15.00 2004-10-12 4 X 0 629345 D 2004-10-04 2005-07-01 Common Stock, par value $.01 per share 629345 0 I By Arbor Commercial Mortgage, LLC On July 1, 2003, Mr. Kaufman's wife purchased 400 Units (the "Units"), each of which consist of five shares of common stock of Arbor Realty Trust, Inc. (the "ART Common Stock") and one warrant to purchase an additional share of ART Common Stock at an exercise price of $15.00 (the "Warrants"). The 2,000 shares of ART Common Stock and the 400 Warrants, which together constitute the 400 Units purchased by Mr. Kaufman's wife, were reported as indirectly owned by Mr. Kaufman on a Form 3 filed on April 6, 2004. Since the date of such Form 3, Mr. Kaufman's wife transferred the 400 Units to Mr. Kaufman's son. These shares of Special Voting Preferred Stock (the "SVP Stock") held by Arbor Commerical Mortgage, LLC ("ACM") are paired with an equal number of units of limited partnership interest of Arbor Realty Limited Partnership ("ARLP"), the operating partnership of Arbor Realty Trust, Inc. ("ART") held by ACM. Pursuant to the Pairing Agreement, dated as of July 1, 2003, among ART, ACM, ARLP, Arbor Realty LPOP, Inc. and Arbor Realty GPOP, Inc., ART will issue to ACM one share of SVP Stock for each unit of limited partnership interest that ARLP issues to ACM. On October 12, 2004, ARLP issued 629,345 units of limited partnership interest to ACM and ART issued 629,345 shares of SVP Stock to ACM. ACM paid no separate consideration to ART or ARLP to receive the 629,345 shares of SVP Stock. (cont'd in footnote 3) Pursuant to the Amended and Restated Partnership Agreement of ARLP, dated as of July 1, 2003 (the "ARLP Partnership Agreement"), the units of limited partnership interest held by ACM are redeemable at the election of ACM, for cash or, at the election of ART, shares of ART Common Stock (the "Redeemable Paired Partnership Units"). If ACM elects to redeem a Redeemable Paired Partnership Unit and ART elects to issue shares of ART Common Stock to ACM upon such redemption, the paired share of SVP Stock is redeemed and cancelled. These shares of ART Common Stock are held by ACM. Mr. Kaufman owns 25.31% of ACM directly. Mr. Kaufman and Lisa Kaufman, his spouse jointly own 100% of Arbor Management, LLC, which owns 0.61% of ACM. The Ivan and Lisa Kaufman Family Trust owns 59.43% and the Ivan Kaufman Grantor Retained Trust (of which Mr. Kaufman is also a co-trustee) owns 3.89% of ACM. Both trusts benefit the dependent children of Mr. Kaufman. Mr. Kaufman disclaims any beneficial interest in the derivative securities of ART held by ACM except to the extent of Mr. Kaufman's pecuniary interest. Not applicable. Pursuant to the ARLP Partnership Agreement, ACM may not elect to redeem its Redeemable Paired Partnership Units until the date that is 180 days after the registration under the Securities Act of 1933 of ART Common Stock underlying the Units. The Redeemable Paired Partnership Units do not have an expiration date. The warrants for additional Redeemable Paired Partnership Units are immediately exerciseable. /s/ Frederick C. Herbst, Attorney-In-Fact for Ivan Kaufman 2004-10-14