| 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 Ready Capital Corp [ RC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2020 | ||||||||||||||||||||||||||
| 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 | 08/06/2020 | A | 59,936 | A | (1) | 78,285(2)(3)(4)(5) | I | By Waterfall | ||
| Common Stock | 155,264(6)(7) | D | ||||||||
| Common Stock | 155,264(8)(9) | I | By Robin J. Ross 2009 Trust | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On August 6, 2020, the board of the directors of the Issuer approved the issuance of 208,690 shares of Common Stock to Waterfall Asset Management, LLC, its external manager (the "Manager"), as payment of 50% of the incentive distribution payable to the Manager pursuant to the management agreement between the Issuer and the Manager. The 59,936 shares of Common Stock reported on this Form 4 represent the Reporting Person's pro rata ownership of the 208,690 shares based on the Reporting Person's percentage ownership in the Manager. |
| 2. These shares represent the 78,285 shares of Common Stock of the Issuer out of the 263,695 and 8,869 total shares of Common Stock owned by the Manager and its affiliate, Waterfall Management, LLC ("WM" and together with the Manager, "Waterfall"), respectively, including through each entity's ownership of Sutherland REIT Holdings, LP (the "Partnership"), based on the Reporting Person's percentage of direct ownership interests in Waterfall. |
| 3. WM serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock that are held by the Partnership. In addition, the Reporting Person is a principal of the Manager and may be deemed to share voting and investment power over the 13,395,167 shares of Common Stock held by the Partnership. |
| 4. However, WM 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. Accordingly, WM 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 78,285 shares reported herein, which represents his economic interest in the Manager, including through the Manager's ownership of the Partnership. |
| 5. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the Manager received 2,956 shares and WM received 415 shares of Common Stock. The 968 shares of Common Stock reflected on this Form 4 represent the reporting person's pro rata ownership of the 3,371 shares based on the reporting person's percentage of direct ownership interests in the Manager and WM. |
| 6. The Reporting Person owns the shares of Common Stock of the Issuer through the Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of the Reporting Person and his wife. |
| 7. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 9,467 shares of the Issuer's common stock. |
| 8. The Reporting Person owns the shares of Common Stock of the Issuer through the Robin J. Ross 2009 Trust. The Reporting Person does not serve as the trustee for the trust and the Reporting Person's wife is the trustee and 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. |
| 9. On March 11, 2020, the Issuer's Board of Directors declared a quarterly cash dividend of $0.40 per share of common stock. On March 20, 2020, the Issuer announced that the dividend will be paid in a combination of cash and common stock on April 30, 2020 to common stockholders of record as of the close of business of March 31, 2020. As a result, the reporting person received approximately 9,467 shares of the Issuer's common stock. |
| /s/ Jack J. Ross | 08/10/2020 | |
| ** 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. | ||
