0001140361-20-002406.txt : 20200205 0001140361-20-002406.hdr.sgml : 20200205 20200205170143 ACCESSION NUMBER: 0001140361-20-002406 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200203 FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUEBBERS KEVIN M CENTRAL INDEX KEY: 0001191838 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39134 FILM NUMBER: 20579613 MAIL ADDRESS: STREET 1: 850 RIDGE LAKE BLVD STREET 2: STE 300 CITY: MEMPHIS STATE: TN ZIP: 38120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Broadmark Realty Capital Inc. CENTRAL INDEX KEY: 0001784797 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 842620891 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1420 FIFTH AVENUE STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-971-0800 MAIL ADDRESS: STREET 1: 1420 FIFTH AVENUE STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Trinity Sub Inc. DATE OF NAME CHANGE: 20190806 4 1 form4.xml FORM 4 X0306 4 2020-02-03 0001784797 Broadmark Realty Capital Inc. BRMK 0001191838 LUEBBERS KEVIN M C/O BROADMARK REALTY CAPITAL INC. 1420 FIFTH AVENUE, SUITE 2000 SEATTLE WA 98101 true Common Stock 2020-02-03 4 A 0 8613 0 A 8613 D Represents a grant to Mr. Luebbers of 8,613 restricted stock units ("RSUs") that vest in full on November 14, 2020. Each RSU represents the right to receive one share of the Issuer's common stock upon vesting. Mr. Luebbers served as a consultant to Trinity Real Estate Investments LLC ("Trinity Investments") from October 2019 to November 2019, pursuant to a consulting agreement. Mr. Luebbers's consulting agreement provides for a success fee payable by Trinity Investments to Mr. Luebbers in connection with the completion of the Issuer's business combination on November 14, 2019, pursuant to which Mr. Luebbers will receive 137,305 shares of the Issuer's common stock (the "Common Stock") and 259 warrants (the "Warrants") issued by the Issuer held by HN Investors LLC and expected to be transferred to Trinity Investments following the expiration of the lock-up agreement to which HN Investors LLC is a party. These shares of Common Stock and the Warrants are expected to represent, in the aggregate, a less than 1% beneficial ownership interest by Mr. Luebbers in the Issuer. Instead of transferring these securities to Mr. Luebbers, Trinity Investments may, at its election, pay the success fee in cash in an amount equal to the value of these securities. EXHIBIT LIST - Exhibit 24 - Power of Attorney for Kevin M. Luebbers /s/ Kevin M. Luebbers 2020-02-05 EX-24 2 ex24.htm EXHIBIT 24
Exhibit 24

SECTION 16
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of David Schneider and Linda Koa and their successors in office and designees, signing singly, the undersigned's true and lawful attorney-in-fact to:


 (1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;


(2)
execute and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Broadmark Realty Capital Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and


(4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 5th day of February, 2020.

/s/ Kevin M. Luebbers
Kevin M. Luebbers