Mendelsohn Lawrence Form 4 Great Ajax / LAWRENCE MENDELSOHN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MENDELSOHN LAWRENCE

(Last) (First) (Middle)

13190 SW 68TH PARKWAY

SUITE 110

(Street)

TIGARD OR 97223

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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.

Remarks:

	/s/ Lawrence Mendelsohn	08/10/2022
	** Signature of Reporting Person	Date
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).
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