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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ARBOR REALTY TRUST INC [ ABR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/21/2021 | J(1) | 4,008 | D | $0.00 | 1,073,285 | D | |||
| Common Stock, par value $0.01 per share | 3,428,629(2) | I | By Arbor Commercial Mortgage, LLC | |||||||
| Common Stock, par value $0.01 per share | 3,632 | I | By son, Maurice Kaufman | |||||||
| Common Stock, par value $0.01 per share | 1,632 | I | By son, Adam Kaufman | |||||||
| Special Voting Preferred Stock, par value $0.01 per share | 05/24/2021 | J(3) | 1,190,000 | D | (3) | 10,711,068(2) | I | By Arbor Commercial Mortgage, LLC | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Partnership Common Units | (3) | 05/24/2021 | J(3) | 1,190,000 | (4) | (4) | Common Stock, par value $0.01 per share | 1,190,000 | (3) | 10,711,068(2) | I | By Arbor Commercial Mortgage, LLC | |||
| Explanation of Responses: |
| 1. On May 21, 2021, the reporting person transferred 4,008 shares of the issuer's stock to Lisa Kaufman in accordance with the terms of a post-nuptial agreement between Mr. and Mrs. Kaufman. The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of these shares for the purpose of Section 16, or for any other purpose. |
| 2. Mr. Kaufman disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
| 3. On May 24, 2021, Arbor Commercial Mortgage, LLC ("ACM") distributed 1,190,000 Partnership Common Units ("OP Units") and Special Voting Preferred Stock ("Preferred Shares") with a fair market value of approximately $20.9 million to Lisa Kaufman in consideration of the liquidation of her membership interest in ACM, such liquidation made in accordance with the terms of a post-nuptial agreement between Mr. and Mrs. Kaufman. The fair market value was determined in accordance with ACM's Operating Agreement, using the average closing stock price of Arbor Realty Trust, Inc. (the "Company") from May 19, 2021 through May 21, 2021 of $17.55 per share. |
| 4. Not applicable. |
| /s/ Ivan Kaufman | 05/25/2021 | |
| ** 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). | ||
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||