0001104659-18-051999.txt : 20180814 0001104659-18-051999.hdr.sgml : 20180814 20180814170017 ACCESSION NUMBER: 0001104659-18-051999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180810 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ross Jack J. CENTRAL INDEX KEY: 0001469109 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35808 FILM NUMBER: 181018585 BUSINESS ADDRESS: BUSINESS PHONE: 2128438905 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 2018-08-10 0 0001527590 Sutherland Asset Management Corp SLD 0001469109 Ross Jack J. 1140 AVENUE OF THE AMERICAS, 7TH FLOOR NEW YORK NY 10036 1 1 0 0 President Common Stock 2018-08-10 4 A 0 2333 A 19709 I By Waterfall Common Stock 145871 I By Robin J. Ross 2009 Trust Common Stock 120797 D On August 10, 2018, the board of the directors of the Issuer approved the issuance of 8,123 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 2,333 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 8,123 shares based on the Reporting Person's percentage ownership in the Manager. These shares represent the 19,709 shares of Common Stock of the Issuer out of the 60,154 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. 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 13,741,454 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 19,709 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership. The Reporting Person owns the shares of Common Stock of the Issuer through the Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the trustee and sole beneficiary of the trust. The trustee of the trust has sole voting and investment power with respect to the securities held by the trust. The Reporting Person owns the shares of Common Stock of the Issuer through the Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of the Reporting Person and his wife. /s/ Jack J. Ross by Michael Kessler, his Attorney-in-fact 2018-08-14