Sec Form 4 Filing - TowerBrook Investors, Ltd. @ Ladder Capital Corp - 2016-12-08

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 TowerBrook Investors, Ltd. 2. Issuer Name and Ticker or Trading Symbol Ladder Capital Corp [ LADR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 65 EAST 55TH STREET, 27TH FLOOR, PARK AVENUE TOWER 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 12/08/2016 C 2,769,150 A 9,384,640 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 12/12/2016 S 4,441,661 D $ 13.6 4,942,979 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )

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 Units and Class B Common Stock $ 0 12/08/2016 C 2,769,150 ( 3 ) ( 3 ) Class A Common Stock 2,769,150 ( 3 ) 8,184,016 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X TI II Ladder Holdings, LLC 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 See remarks TOWERBROOK INVESTOR II EXECUTIVE FUND L P 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 See remarks TOWERBROOK INVESTORS II LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 See remarks TowerBrook Investors II AIV, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 See remarks TowerBrook Investors GP II, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X MOSZKOWSKI NEAL 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X SOUSOU RAMEZ 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK, NY10022 X Signatures /s/ Glenn Miller as Vice President for TI II LADDER HOLDINGS, LLC 12/12/2016 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II EXECUTIVE FUND, L.P. 12/12/2016 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II, L.P. 12/12/2016 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II AIV, L.P. 12/12/2016 Signature of Reporting Person Date /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS GP II, L.P. 12/12/2016 Signature of Reporting Person Date /s/ NEAL MOSZKOWSKI as DIRECTOR for TOWERBROOK INVESTORS, LTD. 12/12/2016 Signature of Reporting Person Date /s/ NEAL MOSZKOWSKI 12/12/2016 Signature of Reporting Person Date /s/ RAMEZ SOUSOU 12/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to TowerBrook Investors Ltd., a Cayman Island company limited by shares ("TowerBrook"), this Form 4 is being filed jointly by TowerBrook Investors GP II, L.P. a Cayman Island exempt limited partnership ("Fund II GP"), TowerBrook Investors II, L.P., a Cayman Island exempt limited partnership ("Fund II"), TowerBrook Investors II AIV, L.P., a Cayman Island exempt limited partnership ("AIV II"), TowerBrook Investors II Executive Fund, L.P., a Cayman Island exempt limited partnership ("Executive Fund II"), TI II Ladder Holdings, LLC, a Delaware limited liability company ("TI Holdings" and together with TowerBrook, Fund II GP, Fund II, AIV II and Executive Fund II, the "TowerBrook Entities"), Neal Moszkowski, a citizen of the United States of America and Ramez Sousou, a citizen of the United Kingdom (collectively, the "Reporting Persons"). ( 2 )The TowerBrook Entities and Neal Moszkowski have the same business address as TowerBrook. The business address of Ramez Sousou is Kinnaird House, 1 Pall Mall East London, SW1Y5HAU, U.K. ( 3 )In connection with the December 2016 Offering (as defined herein), on December 8, 2016, TI Holdings exchanged 2,769,150 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 2,769,150 shares of Class A Common Stock (the "Class A Common Stock") of LCC (the "Exchange"). No cash or other consideration was exchanged in connection with the Exchange. The exchange right has no expiration date. ( 4 )Includes 2,769,150 shares of Class A Common Stock held by TI Holdings and 6,615,490 shares of Class A Common Stock held by AIV II, in each case following the Exchange. ( 5 )On December 6, 2016, LCC entered into an Equity Underwriting Agreement with TI Holdings, AIV II, the other selling stockholders party thereto (collectively with TI Holdings and AIV II, the "Selling Stockholders"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, as representative of the several underwriters (the "Underwriters"), pursuant to which the Selling Stockholders agreed to (i) sell 10,000,000 shares of Class A Common Stock and (ii) provide the Underwriters an option to purchase an additional 1,500,000 shares of Class A Common Stock (the "Option Shares"), in an underwritten offering (the "December 2016 Offering"). On December 7, 2016, the Underwriters elected their option to purchase the Option Shares. In connection therewith, TI Holdings sold 2,769,150 shares of Class A Common Stock and AIV sold 1,672,511 shares of Class A Common Stock to the Underwriters on December 12, 2016. ( 6 )Following the December 2016 Offering, AIV II directly owns 4,942,979 shares of Class A Common Stock and no other securities of LCC. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 4,942,979 shares of Class A Common Stock owned by AIV II. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)). ( 7 )Following the December 2016 Offering, TI Holdings directly owns 8,184,016 Units and shares of Class B Common Stock and no other securities of LCC. TI Holdings is jointly controlled by Fund II and Executive Fund II, each of which is controlled by its general partner, Fund II GP, which is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 8,184,016 Units and shares of Class B Common Stock owned by TI Holdings. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)).

Remarks: TI Holdings, Executive Fund II, Fund II and AIV II are no longer 10% holders of LCC's Class A Common Stock on an as-converted basis following the December 2016 Offering.

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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