0001104659-16-156261.txt : 20161110 0001104659-16-156261.hdr.sgml : 20161110 20161110163525 ACCESSION NUMBER: 0001104659-16-156261 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161031 FILED AS OF DATE: 20161110 DATE AS OF CHANGE: 20161110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sutherland Asset Management Corp CENTRAL INDEX KEY: 0001527590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900729143 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-257-4600 MAIL ADDRESS: STREET 1: 1140 AVENUE OF THE AMERICAS, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ZAIS Financial Corp. DATE OF NAME CHANGE: 20110808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capasse Thomas E CENTRAL INDEX KEY: 0001469065 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35808 FILM NUMBER: 161988561 BUSINESS ADDRESS: BUSINESS PHONE: 2128438906 MAIL ADDRESS: STREET 1: SUTHERLAND ASSET MANAGEMENT CORPORATION STREET 2: 1185 AVENUE OF THE AMERICAS, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 3 1 a3.xml 3 X0206 3 2016-10-31 0 0001527590 Sutherland Asset Management Corp SLD 0001469065 Capasse Thomas E C/O SUTHERLAND ASSET MANAGEMENT CORP., 1140 AVENUE OF THE AMERICAS, 7TH FLOOR NEW YORK NY 10036 1 1 0 0 Chairman of the Board and CEO COMMON STOCK 22282 D COMMON STOCK 12376 I By Waterfall COMMON STOCK 218703 I By Sutherland REIT Holdings, LP Represents 12,376 shares of common stock of the Issuer out of the 38,757 and 8,454 total shares of common stock held by Waterfall Asset Management, LLC and Waterfall Management, LLC (collectively, "Waterfall"), respectively, based on the Reporting Person's percentage ownership in Waterfall. The Reporting Person disclaims beneficial ownership of the shares held by Waterfall, except to the extent of his economic interest therein. Represents 218,703 shares of common stock of the Issuer out of the 13,733,959 total shares of common stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage ownership in the Partnership. Waterfall Management, LLC, an affiliate of Waterfall Asset Management, LLC, the Issuer's external manager, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Partnership. In addition, the Reporting Person is a principal of Waterfall Asset Management, LLC and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of common stock, except to the extent of the 218,703 shares reported herein, which represents his economic interest in the Partnership. Exhibit No. 24.1 Power of Attorney dated November 9, 2016. /s/ Sherwin Salar, attorney-in-fact 2016-11-10 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
SUTHERLAND ASSET MANAGEMENT CORPORATION

 

The undersigned hereby constitutes and appoints Kenneth Nick, Frederick Herbst, Jay Bernstein, Michael Kessler Matt Worden and Sherwin Salar or any one of them acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the undersigned in the undersigned’s name and stead in any and all capacities, to sign and file for and on the undersigned’s behalf, in respect of any acquisition, disposition or other change in ownership of any shares of common stock, par value $0.01 per share, of Sutherland Asset Management Corporation (the “Company”), the following:

 

(i)                                     any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

 

(ii)                                  any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

 

(iii)          any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

 

(iv)                              any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

 

(v)                                 any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

 

(vi)                              any and all agreements, certificates, receipts, or other documents in connection therewith.

 

The undersigned hereby gives full power and authority to the attorney-in-fact to seek and obtain as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information.

 

The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.

 

The undersigned acknowledges that:

 

(i)            neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

 

(ii)           this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

 

1


 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

 

 

Date: November 9, 2016

By:

/s/ Thomas E. Capasse

 

 

Thomas E. Capasse