Oliver Wriedt Form 4 CIFC / Oliver Wriedt 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Wriedt Oliver

(Last) (First) (Middle)

C/O CIFC LLC, 250 PARK

AVENUE; 4TH FLOOR

(Street)

NEW YORK NY 10177

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIFC LLC [ CIFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016

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 Shares	11/21/2016		D		12,000(1)	D	$11.36	698,520	D
Common Shares	11/21/2016		J(2)		240,000	D	(2)	458,520	D
Common Shares	11/21/2016		D		358,520(3)	D	$11.36	100,000	D
Common Shares	11/21/2016		J(4)		100,000	D	(4)	0	D
Common Shares	11/21/2016		D		82,676(3)	D	$11.36	0	I	Held in Deutsche Bank Group International Pension Plan

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
Share Option	$8.81	11/21/2016		D			300,000	01/01/2015	06/13/2024	Common Shares	300,000	(5)	0	D
Share Option	$4.83	11/21/2016		D			505,000	03/01/2013	03/01/2022	Common Shares	505,000	(5)	0	D

Explanation of Responses:

1. Represents time-based restricted share units subject to vesting over time, which were vested and canceled at the effective time of the merger pursuant to the Agreement and Plan of Merger, dated August 19, 2016, by and among the Company, F.A.B. Holdings I LP and CIFC Acquisition, LLC (the "Merger"), in exchange for the right to receive $11.36 in cash per share (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law.

2. Pursuant to a Rollover Agreement (the "Rollover Agreement"), by and between F.A.B. Holdings I LP ("Parent") and the reporting person, the reporting person contributed these time-based restricted share units to Parent in exchange for a number of Parent's restricted limited partnership units calculated pursuant to the Rollover Agreement, effective as of the Effective Time (as defined by the Agreement and Plan of Merger), at a value of the Merger Consideration.

3. Represents common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.

4. Pursuant to the Rollover Agreement, the reporting person contributed these common shares to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Agreement, effective as of the Effective Time (as defined by the Agreement and Plan of Merger), at a value of the Merger Consideration.

5. As of the effective time of the Merger, each outstanding share option to purchase common shares was canceled in exchange for the right to receive an amount in cash (subject to any applicable withholding) equal to the product of (i) the total number of common shares subject to the share option as of the effective time of the Merger and (ii) the amount by which the Merger Consideration exceeds the exercise price per share of common shares underlying the share option.

Remarks:

	/s/ Oliver Wriedt	11/28/2016
	** 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 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.