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^*

MAY PETER W

(Last)

(First)

(Middle)

280 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Deerfield Capital Corp. [ DFR ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See footnote (6)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2008

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	03/29/2008		J⁽²⁾⁽³⁾⁽⁴⁾		9,835,010	D	⁽²⁾⁽³⁾⁽⁴⁾	0	I	By Subsidiaries. See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/29/2008		J⁽²⁾⁽³⁾⁽⁴⁾		871,294	A	⁽²⁾⁽³⁾⁽⁴⁾	1,214,627	D⁽⁵⁾⁽⁶⁾
Common Stock	03/29/2008		J⁽²⁾⁽³⁾⁽⁴⁾		21,560	A	⁽²⁾⁽³⁾⁽⁴⁾	21,560	I	By Family Foundation. See footnotes⁽⁵⁾⁽⁷⁾

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. Mr. May is the Vice Chairman of the board of directors, a director and a significant stockholder of Triarc Companies, Inc. ("Triarc"), and may be deemed to beneficially own any Issuer securities owned by Triarc and its subsidiaries. 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.

2. On December 21, 2007, 9,629,368 shares of the Issuer's Series A Cumulative Convertible Preferred Stock (the "DFR Preferred Stock") were issued to Triarc Deerfield Holdings, LLC ("TD Holdings"), a subsidiary of Triarc, as merger consideration payable by the Issuer to TD Holdings in respect of TD Holdings' interests in Deerfield & Company LLC, pursuant to the Agreement and Plan of Merger dated as of December 17, 2007, among the Issuer, DFR Merger Company, LLC, Deerfield & Company, LLC and Triarc (the "Merger Agreement").

3. On March 11, 2008, the shareholders of the Issuer voted to convert the DFR Preferred Stock into shares of the Issuer's common stock (the "DFR Common Stock"), on a one-for-one basis, and as a result, all shares of DFR Preferred Stock were automatically converted into shares of DFR Common Stock, which, when combined with Triarc's previous holdings, resulted in Triarc's ownership of 9,835,010 shares of DFR Common Stock.

4. On March 19, 2008, Triarc declared a special stock dividend (the "Stock Dividend") on the existing Class A Common Stock, par value $0.10 per share (the "Triarc Class A Common Stock"), and Class B Common Stock, par value $0.10 per share (the "Triarc Class B Common Stock"), consisting of 0.106028 shares of DFR Common Stock for each share of Triarc Class A Common Stock outstanding and each share of Triarc Class B Common Stock outstanding as of the close of business on March 29, 2008 (the "Record Date"). The Stock Dividend is payable on April 4, 2008 (the "Distribution Date") to holders of record of the Class A Common Stock and Class B Common Stock at the close of business on the Record Date.

5. As a result of the shares of Triarc Class A Common Stock and Triarc Class B Common Stock owned, Mr. May and the May Foundation each will directly receive 871,294 and 21,560 shares of DFR Common Stock, respectively, in the Stock Dividend.

6. Under the terms of the Merger Agreement Messrs. Peltz and May will have the power to nominate one director to serve on the Issuer's board of directors for so long as they own at least 2/3 of the DFR Common Stock they receive as part of the Stock Dividend.

7. All such shares are owned by the May 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.

	/s/ Peter W. May	04/01/2008
	** 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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