Sousou Ramez Form 4 Ladder Capital / RAMEZ SOUSOU 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^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ladder Capital Corp [ LADR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2017

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock	03/09/2017		C		695,071	A	(1)(2)(3)	5,000,658	I	See Footnotes(1)(2)(3)(4)
Class A Common Stock	03/13/2017		S		695,071	D	$14.05	4,305,587	I	See Footnotes(1)(2)(3)(5)(6)
Class A Common Stock(6)	03/13/2017		S		417,985	D	$14.05	3,887,602	I	See Footnotes(1)(2)(3)(5)

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
Units and Class B Common Stock	$0	03/09/2017		C			695,071	(3)	(3)	Class A Common Stock	695,071	(3)	6,464,720	I	See Footnotes(1)(2)(3)(4)(7)

1. Name and Address of Reporting Person^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TOWERBROOK INVESTOR II EXECUTIVE FUND L P

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI II Ladder Holdings, LLC

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TOWERBROOK INVESTORS II LP

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors II AIV, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors GP II, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MOSZKOWSKI NEAL

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOUSOU RAMEZ

(Last) (First) (Middle)

65 EAST 55TH STREET, 27TH FLOOR

PARK AVENUE TOWER

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. In addition to TowerBrook Investors Ltd., a Cayman Island company limited by shares ("TowerBrook"), this Form 4 is being filed jointly by TowerBrook Investors GP II, L.P. a Cayman Island exempt limited partnership ("Fund II GP"), TowerBrook Investors II, L.P., a Cayman Island exempt limited partnership ("Fund II"), TowerBrook Investors II AIV, L.P., a Cayman Island exempt limited partnership ("AIV II"), TowerBrook Investors II Executive Fund, L.P., a Cayman Island exempt limited partnership ("Executive Fund II"), TI II Ladder Holdings, LLC, a Delaware limited liability company ("TI Holdings" and together with TowerBrook, Fund II GP, Fund II, AIV II and Executive Fund II, the "TowerBrook Entities"), Neal Moszkowski, a citizen of the United States of America and Ramez Sousou, a citizen of the United Kingdom (collectively, the "Reporting Persons").

2. The TowerBrook Entities and Neal Moszkowski have the same business address as TowerBrook. The business address of Ramez Sousou is Kinnaird House, 1 Pall Mall East London, SW1Y5HAU, U.K.

3. In connection with the March 2017 Offering (as defined herein), on March 9, 2017, TI Holdings exchanged 695,071 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and units of Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 695,071 shares of Class A Common Stock (the "Class A Common Stock") of LCC (the "Exchange"). No cash or other consideration was exchanged in connection with the Exchange. The exchange right has no expiration date.

4. Includes 695,071 shares of Class A Common Stock held by TI Holdings and 4,305,587 shares of Class A Common Stock held by AIV II, in each case following the Exchange.

5. On March 7, 2017, LCC, certain pre-IPO stockholders (the "Selling Stockholders"), including TI Holdings and AIV II, and UBS Securities LLC ("UBS") entered into an Underwriting Agreement, pursuant to which UBS agreed to purchase (the "March 2017 Offering") 3,000,000 shares of LCC's Class A common stock from the Selling Stockholders, including TI Holdings and AIV II. The March 2017 Offering closed on March 13, 2017.

6. Following the March 2017 Offering, AIV II directly owns 3,887,602 shares of Class A Common Stock and no other securities of LCC. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 3,887,602 shares of Class A Common Stock owned by AIV II. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)).

7. Following the March 2017 Offering, TI Holdings directly owns 6,464,720 Units and shares of Class B Common Stock and no other securities of LCC. TI Holdings is jointly controlled by Fund II and Executive Fund II, each of which is controlled by its general partner, Fund II GP, which is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 6,464,720 Units and shares of Class B Common Stock owned by TI Holdings. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)).

	/s/ Glenn Miller as Vice President for TI II LADDER HOLDINGS, LLC	03/13/2017
	/s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II EXECUTIVE FUND, L.P.	03/13/2017
	/s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II, L.P.	03/13/2017
	/s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II AIV, L.P.	03/13/2017
	/s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS GP II, L.P.	03/13/2017
	/s/ NEAL MOSZKOWSKI as DIRECTOR for TOWERBROOK INVESTORS, LTD.	03/13/2017
	/s/ NEAL MOSZKOWSKI	03/13/2017
	/s/ RAMEZ SOUSOU	03/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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