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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Silberstein Andrew Mark (Last) (First) (Middle) C/O RAIT FINANCIAL TRUST 2929 ARCH ST., 17TH FL. (Street) PHILADELPHIA PA 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 Officer (give title below) X Other (specify below) Trustee
	3. Date of Earliest Transaction (Month/Day/Year) 10/17/2012
	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)
			Code	V	Amount	(A) or (D)	Price

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
Series D Cumulative Redeemable Preferred Shares	(1)	10/17/2012		A		800,000		(1)	(1)	Series E Cumulative Redeemable Preferred Shares	800,000	(2)	800,000	I	By ARS VI Investor I, LLC(3)
Common Share Purchase Warrant	$6	10/17/2012		A		1,986,200		10/17/2012	(4)	Common Shares of Beneficial Interest	1,986,200	(2)	1,986,200	I	By ARS VI Investor I, LLC(3)
Common Share Appreciation Right	$6	10/17/2012		A		1,347,133.4		(5)	(4)	Common Shares of Beneficial Interest	1,347,133.4(6)	(2)	1,347,133.4	I	By ARS VI Investor I, LLC(3)

Explanation of Responses:

1. The Series D Cumulative Redeemable Preferred Shares are exchangeable into the issuer's Series E Cumulative Redeemable Preferred Shares in certain circumstances on a one-for-one basis, and have no expiration date.

2. These securities were issued pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated as of October 1, 2012 among the issuer, certain subsidiaries of the issuer and ARS VI Investor I, LLC. The purchase price allocated per security is approximately $21.5685 per Series D Cumulative Redeemable Preferred Share, $0.925 per Common Share Purchase Warrant and $0.674 per Common Share Appreciation Right.

3. The reported securities are owned directly by ARS VI Investor I, LLC (the "Investor"), a limited liability company in which the reporting person indirectly holds an equity interest. Pursuant to the Purchase Agreement, the Investor may designate a trustee on the issuer's board of trustees. The deputized trustee of the Investor is the reporting person, who serves on the issuer's board of trustees as the Investor's representative. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.

4. These securities terminate on the earlier of (i) October 1, 2027 unless exercised on or prior to such date or (ii) (x) thirty (30) days following the receipt of notice by the holder thereof of a defined change of control or (y) if later, the date such change of control occurs.

5. The Common Share Appreciation Rights are exercisable commencing on the earlier of October 1, 2014 and the occurrence of a defined change of control.

6. The Common Share Appreciation Rights are settled in cash, not in the registrant's Common Shares of Beneficial Interest.

Remarks:

	s/ Anders F. Laren, attorney-in-fact	10/19/2012
	** 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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