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) 03/27/2014
	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)	03/27/2014		A		1,400,000		(1)	(1)	Series E Cumulative Redeemable Preferred Shares	1,400,000	(2)	4,000,000	I	By ARS VI Investor I, LP(3)
Common Share Purchase Warrant	$5.87(4)	03/27/2014		A		3,553,609(5)(6)		03/27/2014	(7)	Common Shares of Beneficial Interest	3,553,609(5)(6)	(2)	10,153,168(5)(6)	I	By ARS VI Investor I, LP(3)
Common Share Appreciation Right	$5.87(4)	03/27/2014		A		2,410,222.92(8)		(9)	(7)	Common Shares of Beneficial Interest	2,410,222.92(8)(10)	(2)	6,886,351.2(8)	I	By ARS VI Investor I, LP(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 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

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

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

Remarks:

	s/ Anders F. Laren, attorney-in-fact	03/27/2014
	** 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).
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