Sec Form 4 Filing - LUEBBERS KEVIN M @ Broadmark Realty Capital Inc. - 2020-02-03

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
LUEBBERS KEVIN M
2. Issuer Name and Ticker or Trading Symbol
Broadmark Realty Capital Inc. [ BRMK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BROADMARK REALTY CAPITAL INC., 1420 FIFTH AVENUE, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2020
(Street)
SEATTLE, WA98101
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 02/03/2020 A 8,613 ( 1 ) A $ 0 8,613 ( 2 ) ( 3 ) D
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
LUEBBERS KEVIN M
C/O BROADMARK REALTY CAPITAL INC.
1420 FIFTH AVENUE, SUITE 2000
SEATTLE, WA98101
X
Signatures
/s/ Kevin M. Luebbers 02/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant to Mr. Luebbers of 8,613 restricted stock units ("RSUs") that vest in full on November 14, 2020. Each RSU represents the right to receive one share of the Issuer's common stock upon vesting.
( 2 )Mr. Luebbers served as a consultant to Trinity Real Estate Investments LLC ("Trinity Investments") from October 2019 to November 2019, pursuant to a consulting agreement. Mr. Luebbers's consulting agreement provides for a success fee payable by Trinity Investments to Mr. Luebbers in connection with the completion of the Issuer's business combination on November 14, 2019, pursuant to which Mr. Luebbers will receive 137,305 shares of the Issuer's common stock (the "Common Stock") and 259 warrants (the "Warrants") issued by the Issuer held by HN Investors LLC and expected to be transferred to Trinity Investments following the expiration of the lock-up agreement to which HN Investors LLC is a party.
( 3 )These shares of Common Stock and the Warrants are expected to represent, in the aggregate, a less than 1% beneficial ownership interest by Mr. Luebbers in the Issuer. Instead of transferring these securities to Mr. Luebbers, Trinity Investments may, at its election, pay the success fee in cash in an amount equal to the value of these securities.

Remarks:
EXHIBIT LIST - Exhibit 24 - Power of Attorney for Kevin M. Luebbers

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