Sec Form 4 Filing - KAUFMAN IVAN @ ARBOR REALTY TRUST INC - 2018-08-22

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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
KAUFMAN IVAN
2. Issuer Name and Ticker or Trading Symbol
ARBOR REALTY TRUST INC [ ABR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COB, CEO and President
(Last) (First) (Middle)
C/O ARBOR REALTY TRUST, INC., 333 EARLE OVINGTON BLVD., STE. 900
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2018
(Street)
UNIONDALE, NY11553
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
Special Voting Preferred Stock, par value $0.01 per share 08/29/2018 J( 1 ) 577,185 D 14,873,236 ( 2 ) I By Arbor Commercial Mortgage, LLC
Special Voting Preferred Stock, par value $0.01 per share 08/22/2018 S 1,378,175 D 200,000 D
Special Voting Preferred Stock, par value $0.01 per share 38,610 I By Arbor Management, LLC
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
Partnership Common Units ( 1 ) 08/29/2018 J( 1 ) 577,185 08/29/2018 ( 4 ) Common Stock, par value $0.01 per share 577,185 ( 1 ) 14,873,236 ( 2 ) I By Arbor Commercial Mortgage, LLC
Partnership Common Units ( 3 ) 08/22/2018 S 1,378,175 08/22/2018 ( 4 ) Common Stock, par value $0.01 per share 1,378,175 ( 3 ) 200,000 D
Partnership Common Units ( 4 ) ( 4 ) ( 4 ) Not applicable ( 4 ) ( 4 ) 38,610 I By Arbor Management, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAUFMAN IVAN
C/O ARBOR REALTY TRUST, INC.
333 EARLE OVINGTON BLVD., STE. 900
UNIONDALE, NY11553
X X COB, CEO and President
Signatures
/s/ Ivan Kaufman 08/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 14, 2016, Arbor Realty Limited Partnership, a Delaware limited partnership, issued Partnership Common Units ("OP Units") to Arbor Commercial Mortgage, LLC ("ACM") and, therefore, Arbor Realty Trust, Inc. (the "Company") issued Special Voting Preferred Stock ("Preferred Shares") to ACM. On August 29, 2018, ACM distributed 577,185 OP Units and Preferred Shares with a fair market value of approximately $6.8 million to two of its partners in consideration for their respective membership interests. The fair market value was determined using the average closing stock price of the Company from August 16, 2018 through August 29, 2018 of $11.86.
( 2 )Mr. Kaufman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 3 )In connection with estate planning, on August 22, 2018, Mr. Kaufman sold 1,378,175 OP Units and Preferred Shares with a fair value of approximately $14.6 million to a trust for the benefit of his immediate family administered by independent trustees for approximately $14.6 million of cash. The trustees of the trust engaged an external third party valuation firm to assist the trust in deriving the fair value, which was determined to be $10.58 per share.
( 4 )Not applicable.

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