Sec Form 4 Filing - Capasse Thomas E @ Ready Capital Corp - 2023-08-14

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
Capasse Thomas E
2. Issuer Name and Ticker or Trading Symbol
Ready Capital Corp [ RC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and CIO
(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS 50TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2023
(Street)
NEW YORK, NY10020
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
Common Stock 08/14/2023 W( 1 ) 26,623 D $ 0 0 I By Edward J. Capasse Revocable Trust ( 1 )
Common Stock 08/14/2023 W( 1 ) 26,623 A $ 0 26,623 I Edward J Capasse Irrevocable Trust ( 1 )
Common Stock 08/15/2023 S( 2 ) 26,623 D $ 10.7 ( 3 ) 0 I Edward J Capasse Irrevocable Trust ( 1 )
6.50% Series E Cumulative Redeemable Preferred Stock 20,000 ( 4 ) D
Common Stock 309,925 D
Common Stock 91,994 ( 5 ) ( 6 ) I By Waterfall
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Capasse Thomas E
1251 AVENUE OF THE AMERICAS 50TH FLOOR
NEW YORK, NY10020
X CEO and CIO
Signatures
/s/ Thomas E. Capasse, by Michael Kessler, his Attorney-in-fact 08/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Prior to the death of the Reporting Person's father, these shares were held in a trust for the benefit of the Reporting Person's father, and the Reporting Person's father was trustee of the trust. In connection with the Reporting Person's father's death, the shares were transferred to an irrevocable family trust of which the Reporting Person is trustee and members of the Reporting Person's immediate family are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest, 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.
( 2 )Reflects the liquidation of the trust in connection with the death of the Reporting Person's father. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest, 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.
( 3 )Reflects the weighted average sale price. The Reporting Person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer, or a shareholder of the Issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $10.66 to $10.77.
( 4 )Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series E Preferred Stock) of the Issuer, the Reporting Person will have the right to convert the shares of Series E Preferred Stock into a number of shares of common stock of the Issuer per share of Series E Preferred Stock equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends by (ii) the Common Stock Price (as defined in the Articles Supplementary relating to the Series E Preferred Stock) and (B) 3.2916, subject to certain adjustments indicated in the Articles Supplementary relating to the Series E Preferred Stock.
( 5 )These shares represent the 91,994 shares of Common Stock of the Issuer out of the 305,124 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, based on the Reporting Person's percentage of direct ownership interests in Waterfall.
( 6 )WM serves as the general partner of Sutherland REIT Holdings, LP (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 11,430,546 shares of Common Stock held by the Partnership.

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 4(b)(v).
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