Ross Jack J. Form 3 Sutherland Asset Management / Jack J. Ross ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ross Jack J.

(Last) (First) (Middle)

C/O SUTHERLAND ASSET MANAGEMENT CORP.,

1140 AVENUE OF THE AMERICAS, 7TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2016

3. Issuer Name and Ticker or Trading Symbol
Sutherland Asset Management Corp [ SLD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	13,926	I	By Jack & Robin Ross JTWROS(1)
COMMON STOCK	12,376	I	By Waterfall(2)
COMMON STOCK	213,742	I	By Sutherland REIT Holdings, LP(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person owns share of common stock of the Issuer through the Jack & Robin Ross JTWROS. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the sole beneficiary of the trust. The trustee of the trust has sole voting and investment power with respect to the securities held by the trust.

2. Represents 12,376 shares of common stock of the Issuer out of the 38,757 and 8,454 total shares of common stock held by Waterfall Asset Management, LLC and Waterfall Management, LLC (collectively, "Waterfall"), respectively, based on the Reporting Person's percentage ownership in Waterfall. The Reporting Person disclaims beneficial ownership of the shares held by Waterfall, except to the extent of his economic interest therein.

3. Represents 213,742 shares of common stock of the Issuer out of the 13,733,959 total shares of common stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage ownership in the Partnership. Waterfall Management, LLC, an affiliate of Waterfall Asset Management, LLC, the Issuer's external manager, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Partnership. In addition, the Reporting Person is a principal of Waterfall Asset Management, LLC and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement.

4. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of common stock, except to the extent of the 213,742 shares reported herein, which represents his economic interest in the Partnership. The Reporting Person owns interests in the Partnership through the Jack & Robin Ross JTWROS and Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trusts and the Reporting Person's wife is the sole beneficiary of the trusts. The trustees of the trusts have sole voting and investment power with respect to the securities held by each trust.

Remarks:

Exhibit No. 24.1 Power of Attorney dated November 9, 2016.

	/s/ Sherwin Salar, attorney-in-fact	11/10/2016
	** 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 5 (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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