Sec Form 4 Filing - MENDELSOHN LAWRENCE @ Great Ajax Corp. - 2022-08-08

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 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) 13190 SW 68TH PARKWAY, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2022 (Street) TIGARD, OR97223 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 08/08/2022 A 16,000( 1 ) A $ 10.46 133,434 D Common Stock, par value $0.01 per share 249,695( 2 ) I By Thetis Asset Management LLC Common Stock, par value $0.01 per share 16,061( 2 ) I By Flanders Street Credit Partners I., L.P. Common Stock, par value $0.01 per share 68,713( 2 ) I By Aspen Uranus LLC Common Stock, par value $0.01 per share 73 I By wife Common Stock, par value $0.01 per share 73 I By son Common Stock, par value $0.01 per share 361,912( 2 )( 3 ) I By Gregory Funding LLC Common Stock, par value $0.01 per share 906 I By AIM Capital Common Stock, par value $0.01 per share 3,948 I RPM Capital LLC Common Stock, par value $0.01 per share 452 I By wife through RAD Children's Trust Common Stock, par value $0.01 per share 611,970( 2 )( 4 ) I By Aspen Yo LLC Common Stock, par value $0.01 per share 13,475( 5 ) I By Mendelsohn Family Limited Partnership

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 $ 14.36( 6 ) 04/30/2023 04/30/2024 Common Stock, par value $0.01 per share 13,924( 7 ) 8,000( 2 ) I By Aspen Uranus LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MENDELSOHN LAWRENCE 13190 SW 68TH PARKWAY SUITE 110 TIGARD, OR97223 X CHIEF EXECUTIVE OFFICER Signatures /s/ Lawrence Mendelsohn 08/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted pursuant to the shareholder approved 2016 Equity Incentive Plan, which will vest in three equal installments annually, starting August 8, 2023. ( 2 )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. ( 3 )Includes 77,627 shares transferred from Great Ajax FS LLC, an entity controlled by Mr. Mendelsohn. ( 4 )Includes 361,912 shares held by Gregory Funding LLC, 249,695 shares held by Thetis Asset Management LLC, and 363 shares held by Aspen Yo LLC reported herein. Total is net of distributions of 114,857 shares; this includes 442 shares distributed to Aspen Uranus LLC, 171 shares distributed to AIM Capital, 745 shares distributed to RPM Capital LLC, 85 shares distributed to RAD Children's Trust, 1,387 shares distributed to Mendelsohn Family Limited Partnership, and 112,027 shares distributed to entities not controlled by Mr. Mendelsohn. ( 5 )Mr. Mendelsohn and certain members of his family are partners of Mendelsohn Family Limited Partnership. ( 6 )The conversion rate of the 7.25% convertible notes due 2024 (the "Notes") equals 1.7405 shares of the Issuer's common stock per $25.00 principal amount of notes (equivalent to a conversion price of approximately $14.36 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. ( 7 )Calculated based on the conversion rate of 1.7405 shares of the Issuer's common stock per $25.00 principal amount of Notes.

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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