0001104659-18-034558.txt : 20180518
0001104659-18-034558.hdr.sgml : 20180518
20180518174536
ACCESSION NUMBER: 0001104659-18-034558
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180516
FILED AS OF DATE: 20180518
DATE AS OF CHANGE: 20180518
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Capasse Thomas E
CENTRAL INDEX KEY: 0001469065
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35808
FILM NUMBER: 18847844
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
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
4
1
a4.xml
4
X0306
4
2018-05-16
0
0001527590
Sutherland Asset Management Corp
SLD
0001469065
Capasse Thomas E
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
NEW YORK
NY
10036
1
1
0
0
Chief Executive Officer
Common Stock
2018-05-16
4
A
0
3812
A
17376
I
By Waterfall
Common Stock
260028
D
On May 16, 2018, the board of the directors of the Issuer approved the issuance of 13,274 shares of Common Stock to Waterfall Asset Management, LLC, its external manager (the "Manager"), as payment of 50% of the incentive distribution payable to the Manager pursuant to the management agreement between the Issuer and the Manager. The 3,812 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 13,274 shares based on the Reporting Person's percentage ownership in the Manager.
These shares represent the 17,376 shares of Common Stock of the Issuer out of the 52,031 and 8,454 total shares of Common Stock owned by the Manager and its affiliate, Waterfall Management, LLC ("WM" and together with the Manager, "Waterfall"), respectively, including through each entity's ownership of Sutherland REIT Holdings, LP (the "Partnership"), based on the Reporting Person's percentage of direct ownership interests in Waterfall. The 17,376 shares include 7,811 shares omitted from the Reporting Person's Form 3 filed on November 10, 2016 (the "Form 3").
The Form 3 also reported the Reporting Person's total indirect ownership through Waterfall as 12,376 when it should have been reported as 5,753 shares. WM serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock that are held by the Partnership. In addition, the Reporting Person is a principal of the Manager and may be deemed to share voting and investment power over the 13,913,400 shares of Common Stock held by the Partnership.
However, WM 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, WM 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 17,376 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership.
The 260,028 shares of Common Stock reported as held directly by the Reporting Person in Column 5 herein include 218,703 shares of Common Stock previously reported as held through the Partnership.
/s/ Thomas E. Capasse, by Sherwin Salar, his Attorney-in-fact
2018-05-18