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Sec Form 4 Filing - Ross Jack J. @ Ready Capital Corp - 2020-08-06

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Ross Jack J.
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)
President
(Last)
(First)
(Middle)
1251 AVENUE OF THE AMERICAS 50TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2020
(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 08/06/2020 A 59,936 A 78,285 ( 2 ) ( 3 ) ( 4 ) ( 5 ) I By Waterfall
Common Stock 155,264 ( 6 ) ( 7 ) D
Common Stock 155,264 ( 8 ) ( 9 ) I By Robin J. Ross 2009 Trust
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
Ross Jack J.
1251 AVENUE OF THE AMERICAS 50TH FLOOR
NEW YORK, NY10020
X President
Signatures
/s/ Jack J. Ross 08/10/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 6, 2020, the board of the directors of the Issuer approved the issuance of 208,690 shares of Common Stock to Waterfall Asset Management, LLC, its external manager (the "Manager"), as payment of 50% of the incentive distribution payable to the Manager pursuant to the management agreement between the Issuer and the Manager. The 59,936 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 208,690 shares based on the Reporting Person's percentage ownership in the Manager.
( 2 )These shares represent the 78,285 shares of Common Stock of the Issuer out of the 263,695 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, including through each entity's ownership of Sutherland REIT Holdings, LP (the "Partnership"), based on the Reporting Person's percentage of direct ownership interests in Waterfall.
( 3 )WM serves as the general partner of 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 13,395,167 shares of Common Stock held by the Partnership.
( 4 )However, WM 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. Accordingly, WM 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 78,285 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership.
( 5 )On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the Manager received 2,956 shares and WM received 415 shares of Common Stock. The 968 shares of Common Stock reflected on this Form 4 represent the reporting person's pro rata ownership of the 3,371 shares based on the reporting person's percentage of direct ownership interests in the Manager and WM.
( 6 )The Reporting Person owns the shares of Common Stock of the Issuer through the Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of the Reporting Person and his wife.
( 7 )On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 9,467 shares of the Issuer's common stock.
( 8 )The Reporting Person owns the shares of Common Stock of the Issuer through the Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the trustee and sole beneficiary of the trust. The trustee of the trust has sole voting and investment power with respect to the securities held by the trust.
( 9 )On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 9,467 shares of the Issuer's common stock.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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