Sec Form 4 Filing - Silberstein Andrew Mark @ RAIT Financial Trust - 2018-06-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Silberstein Andrew Mark
2. Issuer Name and Ticker or Trading Symbol
RAIT Financial Trust [ RASF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Trustee
(Last) (First) (Middle)
C/O RAIT FINANCIAL TRUST, 2 LOGAN SQUARE, 100 N. 18TH ST, 23RD FL
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2018
(Street)
PHILADELPHIA, PA19103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
7.75% Series A Cumulative Redeemable Preferred Shares 06/27/2018 A 383,147 A 383,147 I By ARS VI Investor I, LP ( 2 )
8.375% Series B Cumulative Redeemable Preferred Shares 06/27/2018 A 167,828 A 167,828 I By ARS VI Investor I, LP ( 2 )
8.875% Series C Cumulative Redeemable Preferred Shares 06/27/2018 A 117,605 A 117,605 I By ARS VI Investor I, LP ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Cumulative Redeemable Preferred Shares ( 3 ) 06/27/2018 D 2,270,610 ( 3 ) ( 3 ) Series E Cumulative Redeemable Preferred Shares 2,270,610 ( 3 ) 668,580 I By ARS VI Investor I, LP ( 2 )
Series D Cumulative Redeemable Preferred Shares ( 1 ) 06/27/2018 D 668,580 ( 1 ) ( 1 ) Series E Cumulative Redeemable Preferred Shares 668,580 ( 1 ) 0 I By ARS VI Investor I, LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silberstein Andrew Mark
C/O RAIT FINANCIAL TRUST
2 LOGAN SQUARE, 100 N. 18TH ST, 23RD FL
PHILADELPHIA, PA19103
Trustee
Signatures
/s/ Andrew Mark Silberstein 06/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )668,580 shares of Series D Cumulative Redeemable Preferred Shares (the "Exchange Shares") were exchanged with the issuer pursuant to the terms of the Redemption and Exchange Agreement dated as of June 27, 2018 (the "Exchange Agreement") among the issuer, certain subsidiaries of the issuer and ARS VI Investor I, LP (the "Investor"). Pursuant to the terms of the Exchange Agreement, the Exchange Shares were exchanged for (i) 383,147 Series A Cumulative Redeemable Preferred Shares, (ii) 167,828 Series B Cumulative Redeemable Preferred Shares and (iii) 117,605 Series C Cumulative Redeemable Preferred Shares.
( 2 )The reported securities are owned directly by the Investor, a limited partnership in which the reporting person indirectly holds an equity interest. The Investor converted from a limited liability company into a limited partnership on December 31, 2013. Prior to the conversion, the Investor was known as ARS VI Investor I, LLC. Pursuant to the Securities Purchase Agreement dated as of October 1, 2012 among the Investor, the issuer and certain subsidiaries of the issuer, the Investor had the right to designate a trustee on the issuer's board of trustees (the "Designation Right"), and the Investor had previously designated the reporting person to the issuer's board of trustees. The Designation Right was cancelled in connection with the Exchange Agreement, and the reporting person has resigned from the issuer's board of trustees. The reporting person disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.
( 3 )These securities were redeemed by the issuer pursuant to the terms of the Exchange Agreement. The redemption price per Series D Cumulative Redeemable Preferred Share in the Exchange Agreement was $25.00 per share.

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