SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Buttacavoli Thomas

(Last)

(First)

(Middle)

C/O SUTHERLAND ASSET MANAGEMENT CORP.,

1140 AVENUE OF THE AMERICAS, 7TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2016

3. Issuer Name and Ticker or Trading Symbol
Sutherland Asset Management Corp [ SLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Investment Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	13,926	I	By ICSC⁽¹⁾
COMMON STOCK	3,711	I	By Waterfall⁽²⁾
COMMON STOCK	64,723	I	By Sutherland REIT Holdings, LP⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares of Common Stock of the Issuer are held by Intellectual Capital Solutions Corp ("ICSC"). The Reporting Person owns 100% of the outstanding shares of ICSC.

2. Represents 3,711 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.

3. Represents 64,723 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.

4. 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 64,723 shares reported herein, which represents his economic interest in the Partnership. The Reporting Person holds his interests in the Partnership representing shares 35,910 and 28,813 shares of common stock of the Issuer directly and through ICSC, respectively.

Remarks:

The securities reported on this Form 3 give effect to an exchange ratio of 0.8356 shares of Issuer common stock issued in exchange for each share of Sutherland Asset Management Corporation common stock outstanding immediately prior to the merger of ZAIS Financial Corp. and Sutherland Asset Management Corporation. Exhibit No. 24.1 Power of Attorney dated November 9, 2016.

	/s/ Sherwin Salar, attorney-in-fact	11/10/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.