0001209191-14-023553.txt : 20140327 0001209191-14-023553.hdr.sgml : 20140327 20140327184153 ACCESSION NUMBER: 0001209191-14-023553 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140327 FILED AS OF DATE: 20140327 DATE AS OF CHANGE: 20140327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RAIT Financial Trust CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158617900 MAIL ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: RAIT INVESTMENT TRUST DATE OF NAME CHANGE: 20010227 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silberstein Andrew Mark CENTRAL INDEX KEY: 0001559072 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14760 FILM NUMBER: 14722875 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-03-27 0 0001045425 RAIT Financial Trust RAS 0001559072 Silberstein Andrew Mark C/O RAIT FINANCIAL TRUST 2929 ARCH ST., 17TH FL. PHILADELPHIA PA 19104 0 0 0 1 Trustee Series D Cumulative Redeemable Preferred Shares 2014-03-27 4 A 0 1400000 A Series E Cumulative Redeemable Preferred Shares 1400000 4000000 I By ARS VI Investor I, LP Common Share Purchase Warrant 5.87 2014-03-27 4 A 0 3553609 A 2014-03-27 Common Shares of Beneficial Interest 3553609 10153168 I By ARS VI Investor I, LP Common Share Appreciation Right 5.87 2014-03-27 4 A 0 2410222.92 A Common Shares of Beneficial Interest 2410222.92 6886351.2 I By ARS VI Investor I, LP 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. These securities were issued pursuant to the Securities Purchase Agreement dated as of October 1, 2012 (the "Purchase Agreement") among the issuer, certain subsidiaries of the issuer and the reporting person. The purchase price allocated per security in the Purchase Agreement was 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. The reported securities are owned directly by ARS VI Investor I, LP (the "Investor"), a limited partnership in which the reporting person indirectly holds an equity interest. The Investor converted from a limited liability company into a limited partnership on December 31, 2013. Prior to the conversion, the Investor was known as ARS VI Investor I, LLC. 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. The warrants and the share appreciation rights had an initial exercise price per share of $6.00 upon original issuance. Under the adjustment provisons of the warrants or share appreciation rights, as applicable, this exercise price had adjusted to $5.87 per share as of the date of this report. Prior to giving effect to certain adjustments under the warrants, the number relating to the warrants in columns 5 and 7 was initially 3,475,850 upon original issuance, and the number relating to the warrants in column 9 was initially 9,931,000 upon original issuance. Under the adjustment provisions of the warrants, as of the date of the filing of this report, the number relating to the warrants reported in columns 5 and 7 was adjusted to 3,553,609 and the number reported in column 9 was adjusted to 10,153,168. The issuer will not be obligated to issue in excess of 9,931,000 common shares, in the aggregate, upon exercise of the warrants unless the issuer elects to seek, and obtains, shareholder approval for the issuance of such excess common shares in accordance with New York Stock Exchange listing requirements. The issuer will pay cash or issue a 180 day unsecured promissory note, or a combination of the foregoing, equal to the market value of any common shares it cannot issue as a result of this limit. 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. Prior to giving effect to certain adjustments under the share appreciation rights, the number relating to the share appreciation rights in columns 5 and 7 was initially 2,357,483.45 upon original issuance, and the number relating to the share appreciation rights in column 9 was initially 6,375,667 upon original issuance. Under the adjustment provisions of the share appreciation rights, as of the date of the filing of this report, the number relating to the share appreciation rights reported in columns 5 and 7 was adjusted to 2,410,222.92 and the number reported in column 9 was adjusted to 6,886,351.2. The Common Share Appreciation Rights are exercisable commencing on the earlier of October 1, 2014 and the occurrence of a defined change of control. The Common Share Appreciation Rights are settled in cash, not in the issuer's Common Shares of Beneficial Interest. s/ Anders F. Laren, attorney-in-fact 2014-03-27