0001687931-17-000002.txt : 20170707 0001687931-17-000002.hdr.sgml : 20170707 20170707133611 ACCESSION NUMBER: 0001687931-17-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170707 DATE AS OF CHANGE: 20170707 GROUP MEMBERS: GRIZZLYROCK CAPITAL, LLC GROUP MEMBERS: GRIZZLYROCK GP, LLC GROUP MEMBERS: GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS, L.P. GROUP MEMBERS: KYLE MOWERY GROUP MEMBERS: VIVALDI ASSET MANAGEMENT, LLC GROUP MEMBERS: VIVALDI HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resource Capital Corp. CENTRAL INDEX KEY: 0001332551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202287134 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81623 FILM NUMBER: 17954790 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-506-3870 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GrizzlyRock Institutional Value Partners, LP CENTRAL INDEX KEY: 0001687931 IRS NUMBER: 273731559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GRIZZLYROCK CAPITAL,191 N.WACKER DR. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IN ZIP: 60606 BUSINESS PHONE: 312-300-4983 MAIL ADDRESS: STREET 1: C/O GRIZZLYROCK CAPITAL,191 N.WACKER DR. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IN ZIP: 60606 SC 13G 1 grizzlyRock13GRSO.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Resource Capital Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76120W708 (CUSIP Number) June 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON GrizzlyRock Capital, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 480,874 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 480,874 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,874 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON GrizzlyRock GP, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 480,874 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 480,874 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,874 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON GrizzlyRock Institutional Value Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 480,874 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 480,874 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,874 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON Kyle Mowery 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,616,216 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,616,216 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,616,216 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSON Vivaldi Asset Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,135,342 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,135,342 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,135,342 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON Vivaldi Holdings, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 1,135,342 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,135,342 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,135,342 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS Item 1(a) Name of Issuer: Resource Capital Corp. Item 1(b) Address of Issuer's Principal Executive Offices: 712 Fifth Avenue, 12th Floor, New York, NY 10019 Item 2(a) Name of Person Filing: 1. GrizzlyRock Capital, LLC ("Capital") 2. GrizzlyRock GP, LLC (the "General Partner") 3. GrizzlyRock Institutional Value Partners, L.P.(the "Fund") 4. Kyle Mowery 5. Vivaldi Asset Management, LLC ("Vivaldi") 6. Vivaldi Holdings, LLC ("Holdings") Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer. Item 2(b) Address of Principal Business Office: For Capital, the General Partner, the Fund and Mr. Mowery, 191 N. Wacker Drive, Suite 1500, Chicago, IL 60606 For Vivaldi and Holdings, 225 W Wacker Dr #2100, Chicago, IL 60606 Item 2(c) Citizenship: Capital and the General Partner are Delaware limited liability companies. The Fund is a Delaware limited partnership. Mr. Mowery is a citizen of the United States. Vivaldi and Holdings are Delaware limited liability companies. Item 2(d) Title of Class of Securities: Common stock, par value $0.001 per share Item 2(e) CUSIP Number: 76120W708 Item 3 Type of Person: Not applicable Item 4 Ownership: (a)Amount beneficially owned: The Fund directly beneficially owns 480,874 shares. The General Partner is the general partner of the Fund and, as a result, may be deemed to benefically own shares owned by the Fund. Capital is the investment manager of the Fund and, as a result, may be deemed to benefically own shares owned by the Fund. Mr. Mowery serves as managing member of Capital and the General Partner and, as a result, may be deemed to benefically own shares owned by the Fund. Mr. Mowery serves as Portfolio Manager of the Client Accounts (defined below) and, as a result, may be deemed to beneficially own shares owned in the Client Accounts. Vivaldi is an investment adviser registered with the SEC that provides investment advisory services to two series of Investment Manager Series Trust, a registered investment company, specifically the Vivaldi Multi-Strategy Fund and the WV Concentrated Equities Fund (the two series collectively, the "Client Accounts"). As investment advisor to the Client Accounts, Vivaldi has the authority to invest the funds of the Client Accounts in securites (including shares of common stock of the Issuer) as well as the authority to purchase, vote and dispose of securities (including the 1,135,342 shares of common stock of the Issuer held in the Client Accounts), and may thus be deemed the beneficial owner of the shares of the Issuer's common stock held in the Client Accounts. Vivaldi does not own any common stock for its own account and disclaims beneficial ownership of the shares of common stock reported herein. Holdings controls Vivaldi. By virtue of its control of Vivaldi, Holdings my be deemed to have a beneficial interest in the 1,135,342 shares of the Issuer's common stock held in the Client Accounts. Holdings does not own any common stock for its own account and disclaims beneficial ownership of the shares of common stock reported herein. (b)Percent of class: 5.1%, based on 31,388,700 shares outstanding as of March 31, 2017, according to the Issuer's quarterly report on Form 10-Q filed on May 10, 2017. (c)Number of shares as to which the filing person has: (i)Sole power to vote or to direct the vote: Not applicable (ii)Shared power to vote or to direct the vote: Each of Capital, the General Partner and the Fund may be deemed to have the shared power to vote or direct the vote of 480,874 shares. Mr. Mowery may be deemed to have the shared power to vote or direct the vote of 1,616,216 shares. Vivaldi and Holdings may be deemed to have the shared power to vote or direct the vote of 1,135,342 shares. (iii)Sole power to dispose or to direct the disposition of: Not applicable (iv)Shared power to dispose or to direct the disposition of: Each of Capital, the General Partner and the Fund may be deemed to have the shared power to dispose or direct the disposition of 480,874 shares. Mr. Mowery may be deemed to have the shared power to dispose or direct the disposition of 1,616,216 shares. Vivaldi and Holdings may be deemed to have the shared power to dispute or direct the disposition of 1,135,342 shares. Item 5 Ownership of Five Percent or Less of a Class: None Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer. Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature:After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: July 7, 2017 Signature:/s/ Kyle Mowery Name/Title: Kyle Mowery, individually, as managing member of GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as the managing member of the general partner of GrizzlyRock Institutional Value Partners, L.P. Signature:/s/ Chad Eisenberg Name/Title: Chad Eisenberg, Chief Operating Officer, Vivaldi Asset Management, LLC and Vivaldi Holdings, LLC Exhibit Index Exhibit Description of Exhibit 99.1 Joint Filing Agreement EX-99 2 grizzlyRock13GRSOExhibit99.txt EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Resource Capital Corp. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. Date: July 7, 2017 Signature:/s/ Kyle Mowery Name/Title: Kyle Mowery, individually, as managing member of GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as the managing member of the general partner of GrizzlyRock Institutional Value Partners, L.P. Signature:/s/ Chad Eisenberg Name/Title: Chad Eisenberg, Chief Operating Officer, Vivaldi Asset Management, LLC and Vivaldi Holdings, LLC