SEC FORM 4

SEC Form 4

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

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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^*

Pyatt Jeffrey B.

(Last)

(First)

(Middle)

C/O BROADMARK REALTY CAPITAL INC.

1420 FIFTH AVENUE, SUITE 2000

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Broadmark Realty Capital Inc. [ BRMK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2023		D⁽¹⁾⁽²⁾⁽⁴⁾		252,988⁽³⁾	D	⁽¹⁾⁽²⁾⁽⁴⁾	0	D
Common Stock	05/31/2023		D⁽¹⁾⁽²⁾		2,487,623	D	⁽¹⁾⁽²⁾	0	I	Pyatt Lending Company, LLC⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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	06/02/2023
	** 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).
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