Rait Financial Trust

(Name of Issuer)

Common Shares of Beneficial Interest, $0.03 par value

(Title of Class of Securities)

749227104

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

 

CUSIP No		749227104
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	RIMA Senvest Management, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [_]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	5,117,648
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	5,117,648
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,117,648
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.28%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No		749227104
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Richard Mashaal
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [_]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	5,117,648
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	5,117,648
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,117,648
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.28%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No		749227104
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Senvest Master Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [_]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	3,451,984
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	3,451,984
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,451,984
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.91%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No

749227104

Item 1.	(a).	Name of Issuer:
		Rait Financial Trust

	(b).	Address of Issuer's Principal Executive Offices:
		2929 Arch Street, 17th Floor Philadelphia, PA 19104

Item 2.	(a).	Name of Person Filing:
		RIMA Senvest Management, L.L.C. Richard Mashaal Senvest Master Fund, L.P.

	(b).	Address of Principal Business Office, or if None, Residence:
		RIMA Senvest Management, LLC 110 East 55th Street Suite 1600 New York, New York 10022
		Richard Mashaal c/o RIMA Senvest Management, LLC 110 East 55th Street Suite 1600 New York, New York 10022   Senvest Master Fund, L.P. c/o Goldman Sachs (Cayman) Trust, Limited dba Goldman Sachs Administration Services Gardenia Court, Suite 3307 45 Market Street, Camana Bay P.O. Box 896 Grand Cayman KY1-1103 Cayman Islands

	(c).	Citizenship:
		RIMA Senvest Management, L.L.C.:  Delaware Richard Mashaal:  Canada Senvest Master Fund, L.P.: Cayman Islands

	(d).	Title of Class of Securities:
		Common Shares of Beneficial Interest, $0.03 par value

	(e).	CUSIP Number:
		749227104
Item 3.		If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[X]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[X]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		RIMA Senvest Management, L.L.C.:  5,117,648 Richard Mashaal:  5,117,648 Senvest Master Fund, L.P.:  3,451,984

	(b)	Percent of class:
		RIMA Senvest Management, L.L.C.:  7.28% Richard Mashaal:  7.28% Senvest Master Fund, L.P.:  4.91%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote
			RIMA Senvest Management, L.L.C.:  0 Richard Mashaal:  0 Senvest Master Fund, L.P.:  0
		(ii)	Shared power to vote or to direct the vote
			RIMA Senvest Management, L.L.C.:  5,117,648 Richard Mashaal:  5,117,648 Senvest Master Fund, L.P.:  3,451,984
		(iii)	Sole power to dispose or to direct the disposition of
			RIMA Senvest Management, L.L.C.:  0 Richard Mashaal:  0 Senvest Master Fund, L.P.:  0
		(iv)	Shared power to dispose or to direct the disposition of
			RIMA Senvest Management, L.L.C.:  5,117,648 Richard Mashaal:  5,117,648 Senvest Master Fund, L.P.:  3,451,984

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
	This Amendment reflects that as of December 31, 2013, Senvest Master Fund, L.P. owned less than 5% of the Common Shares of the Issuer.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
	N/A

 

Item 10.

Certification.

With respect to RIMA Senvest Management, L.L.C. and Richard Mashaal:   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.   With respect to Senvest Master Fund, L.P.:   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

	February 13, 2014
	RIMA Senvest Management, L.L.C.*
	By:  /s/ George Malikotsis
	Name:  George Malikotsis
	Title:  Vice President
	RICHARD MASHAAL*
	/s/ Richard Mashaal
	Name:  Richard Mashaal
	SENVEST MASTER FUND, L.P.
	By:  /s/ Richard Mashaal
	Name:  Richard Mashaal Title:  Director

	RIMA Senvest Management, L.L.C.
	By:  /s/ George Malikotsis
	Name:  George Malikotsis
	Title:  Vice President
	RICHARD MASHAAL
	/s/ Richard Mashaal
	Name:  Richard Mashaal
	SENVEST MASTER FUND, L.P.
	By:  /s/ Richard Mashaal
	Name:  Richard Mashaal Title:  Director