Sec Form 4 Filing - MENDELSOHN LAWRENCE @ Great Ajax Corp. - 2020-03-13

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
MENDELSOHN LAWRENCE
2. Issuer Name and Ticker or Trading Symbol
Great Ajax Corp. [ AJX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
9400 SW BEAVERTON-HILLSDALE HWY,, SUITE 131
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2020
(Street)
BEAVERTON, OR97005
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, par value $0.01 per share 96,070 D
Common Stock, par value $0.01 per share 622,756 ( 1 ) I By Thetis Asset Management LLC
Common Stock, par value $0.01 per share 03/13/2020 A 4,000 A $ 10.7414 15,518 ( 1 ) I By Flanders Street Credit Partners I., L.P.
Common Stock, par value $0.01 per share 61,877 ( 1 ) I By Aspen Uranus LLC
Common Stock, par value $0.01 per share 70 I By wife
Common Stock, par value $0.01 per share 70 I By son
Common Stock, par value $0.01 per share 274,667 ( 1 ) I By Gregory Funding LLC
Common Stock, par value $0.01 per share 251 I By AIM Capital
Common Stock, par value $0.01 per share 1,092 I RPM Capital LLC
Common Stock, par value $0.01 per share 125 I By wife through RAD Children's Trust
Common Stock, par value $0.01 per share 972,524 ( 1 ) ( 2 ) I By Aspen Yo LLC
Common Stock, par value $0.01 per share 7,952 ( 3 ) I By Mendelsohn Family Limited Partnership
Common Stock, par value $0.01 per share 75,001 ( 1 ) I By Great Ajax FS 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
7.25% Convertible Notes due 2024 $ 14.98 ( 4 ) 04/30/2023 04/30/2024 Common Stock, par value $0.01 per share 13,355.2 ( 5 ) 8,000 ( 1 ) I By Aspen Uranus LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MENDELSOHN LAWRENCE
9400 SW BEAVERTON-HILLSDALE HWY,
SUITE 131
BEAVERTON, OR97005
X CHIEF EXECUTIVE OFFICER
Signatures
/s/ Lawrence Mendelsohn 03/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose.
( 2 )Includes 274,667 shares held by Gregory Funding LLC, 622,756 shares held by Thetis Asset Management LLC, 100 shares held by Aspen Yo LLC and 75,001 shares held by Great Ajax FS LLC reported herein.
( 3 )Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership.
( 4 )The conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.6694 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $14.98 per share of the Issuer's common stock). The conversion rate, and thus the conversion price, will be subject to adjustment in accordance with the terms of the Notes.
( 5 )Calculated based on the conversion rate of 1.6694 shares of the Issuer's common stock per $25.00 principal amount of Notes.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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