Sec Form 4 Filing - Waterfall Asset Management, LLC @ Ready Capital Corp - 2020-04-09

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 Waterfall Asset Management, LLC 2. Issuer Name and Ticker or Trading Symbol Ready Capital Corp [ RC] 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) 1251 AVENUE OF THE AMERICAS 50TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2020 (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 04/09/2020 A 4,154 A 42,448 D Common Stock 9,601 ( 2 ) ( 3 ) I By Sutherland REIT Holdings, LP

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 Waterfall Asset Management, LLC 1251 AVENUE OF THE AMERICAS 50TH FLOOR NEW YORK, NY10020 X Signatures /s/ Thomas E. Capasse, Member 04/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 9, 2020, the board of the directors of the Issuer approved the issuance of 4,154 shares of Common Stock to the Reporting Person, the Issuer's external manager, as payment of 50% of the incentive distribution payable to the Reporting Person pursuant to the management agreement between the Issuer and the Reporting Person. ( 2 )Represents 9,601 shares of Common Stock of the Issuer out of the 12,768,685 total shares of Common Stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage of direct ownership interests in the Partnership. The Reporting Person serves as the Issuer's external manager and its affiliate, Waterfall Management, LLC, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer that are held by the Partnership. In addition, the Reporting Person may be deemed to share voting and investment power over the shares of Common Stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement. ( 3 )Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of Common Stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of Common Stock, except to the extent of the 9,601 shares reported herein, which represents its economic interest in 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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