FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Great Ajax Corp. [ AJX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/17/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 82,070 | D | ||||||||
Common Stock, par value $0.01 per share | 05/08/2019 | A | 62,301(1) | A | $13.56 | 550,981(2) | I | By Thetis Asset Management LLC | ||
Common Stock, par value $0.01 per share | 8,518(2) | I | By Flanders Street Capital Partners I., L.P. | |||||||
Common Stock, par value $0.01 per share | 50,184(2) | I | By Aspen Uranus LLC | |||||||
Common Stock, par value $0.01 per share | 70 | I | By wife | |||||||
Common Stock, par value $0.01 per share | 70 | I | By daughter | |||||||
Common Stock, par value $0.01 per share | 70 | I | By son | |||||||
Common Stock, par value $0.01 per share | 274,667(2) | I | By Gregory Funding LLC | |||||||
Common Stock, par value $0.01 per share | 176 | I | By AIM Capital | |||||||
Common Stock, par value $0.01 per share | 763 | I | RPM Capital LLC | |||||||
Common Stock, par value $0.01 per share | 87 | I | By wife through RAD Children's Trust | |||||||
Common Stock, par value $0.01 per share | 900,749(2)(3) | I | By Aspen Yo LLC | |||||||
Common Stock, par value $0.01 per share | 7,341(4) | I | By Mendelsohn Family Limited Partnership | |||||||
Common Stock, par value $0.01 per share | 75,001(5) | I | By Great Ajax FS LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7.25% Convertible Notes due 2024 | $15.21(5) | 04/30/2023 | 04/30/2024 | Common Stock, par value $0.01 per share | 13,150.4(6) | 8,000(2) | I | By Aspen Uranus LLC |
Explanation of Responses: |
1. Payment of management fee to Thetis Asset Management LLC for first quarter ended March 31, 2019. |
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. Includes 274,667 shares held by Gregory Funding LLC, 550,981 shares held by Thetis Asset Management LLC, 100 shares held by Aspen Yo LLC and 75,001 shares held by Great Ajax FS LLC reported herein. |
4. Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership. |
5. The initial conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.6438 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $15.21 per share of the Issuer's common stock). The conversion rate, and thus the conversion price, will be subject to adjustment in accordance with the terms of the Notes. |
6. Calculated based on the initial conversion rate of 1.6438 shares of the Issuer's common stock per $25.00 principal amount of Notes. |
/s/ Lawrence Mendelsohn | 05/10/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |