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^*

Licht Raphael

(Last)

(First)

(Middle)

C/O RAIT FINANCIAL TRUST

CIRA CENTRE, 2929 ARCH ST., 17TH FL.

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAIT Financial Trust [ RAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2011

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 Shares of Beneficial Interest	01/26/2011		F⁽¹⁾		52,640⁽¹⁾	D⁽¹⁾	$2.72⁽¹⁾	231,504⁽²⁾⁽³⁾	D
Common Shares of Beneficial Interest								2,500⁽⁴⁾	I	By reporting person as UGMA custodian for his child
Common Shares of Beneficial Interest								2,500⁽⁴⁾	I	By reporting person as UGMA custodian for his child

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. On January 26, 2011, the reporting person elected to satisfy the tax withholding obligations of the issuer with respect to the scheduled redemption of a portion of the reporting person's phantom units, which portion was being redeemed with common shares of the issuer, by having common shares withheld from the common shares issued in connection with such redemption. The common shares so withheld are being reported herein as a disposition to the issuer. The aggregate value of the common shares so withheld was based on the closing price of the common shares on the New York Stock Exchange on the relevant redemption date and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

2. Excludes 483 common shares held by the reporting person's father. The reporting person disclaims beneficial ownership of the common shares held by the reporting person's father, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such common shares for purposes of Section 16 or for any other purpose.

3. This amount includes 117,500 common shares underlying the equivalent number of phantom units.

4. The reporting person disclaims beneficial ownership of these common shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such common shares for purposes of Section 16 or for any other purpose.

Remarks:

	Anders F. Laren, attorney-in-fact	01/28/2011
	** 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.
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