0001104659-20-092926.txt : 20200810 0001104659-20-092926.hdr.sgml : 20200810 20200810212043 ACCESSION NUMBER: 0001104659-20-092926 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200806 FILED AS OF DATE: 20200810 DATE AS OF CHANGE: 20200810 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: 201090900 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: Ready Capital 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: Sutherland Asset Management Corp DATE OF NAME CHANGE: 20161110 FORMER COMPANY: FORMER CONFORMED NAME: ZAIS Financial Corp. DATE OF NAME CHANGE: 20110808 4 1 a4.xml 4 X0306 4 2020-08-06 0 0001527590 Ready Capital Corp RC 0001469065 Capasse Thomas E 1251 AVENUE OF THE AMERICAS 50TH FLOOR NEW YORK NY 10020 1 1 0 0 Chief Executive Officer Common Stock 2020-08-06 4 A 0 59936 A 78285 I By Waterfall Common Stock 309925 D Common Stock 26623 I By Edward J. Capasse Revocable Trust On August 6, 2020, the board of the directors of the Issuer approved the issuance of 208,690 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 59,936 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 208,690 shares based on the Reporting Person's percentage ownership in the Manager. These shares represent the 78,285 shares of Common Stock of the Issuer out of the 263,695 and 8,869 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. 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 13,395,167 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 78,285 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the Manager received 2,956 shares and WM received 415 shares of Common Stock. The 968 shares of Common Stock reflected on this Form 4 represent the reporting person's pro rata ownership of the 3,371 shares based on the reporting person's percentage of direct ownership interests in the Manager and WM. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 18,897 shares of the Issuer's common stock. These shares are held in a trust for the benefit of the Reporting Person's father. The Reporting Person's father is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 1,623 shares of the Issuer's common stock. /s/ Thomas E. Capasse 2020-08-10