Kaufman Ivan Form 4 ARBOR REALTY TRUST / IVAN KAUFMAN 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^*

KAUFMAN IVAN

(Last) (First) (Middle)

C/O ARBOR REALTY TRUST, INC.

333 EARLE OVINGTON BLVD., STE. 900

(Street)

UNIONDALE NY 11553

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARBOR REALTY TRUST INC [ ABR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2018

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
Special Voting Preferred Stock, par value $0.01 per share	08/29/2018		J(1)		577,185	D	(1)	14,873,236(2)	I	By Arbor Commercial Mortgage, LLC
Special Voting Preferred Stock, par value $0.01 per share	08/22/2018		S		1,378,175	D	(3)	200,000	D
Special Voting Preferred Stock, par value $0.01 per share								38,610	I	By Arbor Management, LLC

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
Partnership Common Units	(1)	08/29/2018		J(1)			577,185	08/29/2018	(4)	Common Stock, par value $0.01 per share	577,185	(1)	14,873,236(2)	I	By Arbor Commercial Mortgage, LLC
Partnership Common Units	(3)	08/22/2018		S			1,378,175	08/22/2018	(4)	Common Stock, par value $0.01 per share	1,378,175	(3)	200,000	D
Partnership Common Units	(4)							(4)	(4)	Not applicable(4)	(4)		38,610	I	By Arbor Management, LLC

Explanation of Responses:

1. On July 14, 2016, Arbor Realty Limited Partnership, a Delaware limited partnership, issued Partnership Common Units ("OP Units") to Arbor Commercial Mortgage, LLC ("ACM") and, therefore, Arbor Realty Trust, Inc. (the "Company") issued Special Voting Preferred Stock ("Preferred Shares") to ACM. On August 29, 2018, ACM distributed 577,185 OP Units and Preferred Shares with a fair market value of approximately $6.8 million to two of its partners in consideration for their respective membership interests. The fair market value was determined using the average closing stock price of the Company from August 16, 2018 through August 29, 2018 of $11.86.

2. Mr. Kaufman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. In connection with estate planning, on August 22, 2018, Mr. Kaufman sold 1,378,175 OP Units and Preferred Shares with a fair value of approximately $14.6 million to a trust for the benefit of his immediate family administered by independent trustees for approximately $14.6 million of cash. The trustees of the trust engaged an external third party valuation firm to assist the trust in deriving the fair value, which was determined to be $10.58 per share.

4. Not applicable.

	/s/ Ivan Kaufman	08/31/2018
	** 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).
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