Ladder Capital Corp 4
4 · Ladder Capital Corp · Filed Feb 13, 2014
Insider Transaction Report
Form 4
FISHMAN ALAN H
Director
Transactions
- Other
Units and Class B common stock
2014-02-11+974,956→ 974,956 total→ Class A common stock (974,956 underlying) - Award
Class A Common Stock
2014-02-11+58,824→ 58,824 total
Footnotes (4)
- [F1]Fifty percent of each restricted stock award granted in connection with the initial public offering of common stock (the "IPO") of Ladder Capital Corp ("LCC") is subject to specified performance-based vesting criteria, and the remaining fifty percent of each restricted stock award is subject to time-based vesting criteria. The performance-vesting restricted stock granted to Mr. Fishman will vest in three equal installments on December 31 of each of 2014, 2015 and 2016. The time-vesting restricted stock granted to Mr. Fishman will vest in three equal installments on the first three anniversaries of the date of grant, subject to his continued employment on the applicable vesting dates.
- [F2]Includes new LP units in Ladder Capital Finance Holdings LLLP (the "LP Units") and Class B common stock of LCC (the "Class B Common Stock") exchangeable into Class A common stock of LCC (the "Class A Common Stock").
- [F3]Pursuant to the Amended and Restated LLLP Agreement entered into in connection with the closing of the IPO, holders of the LP Units and Class B Common Stock issued in connection with the reorganization, which occurred immediately prior to the consummation of the IPO, may, from time to time, exchange LP Units paired with an equal number of shares of Class B Common Stock for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.
- [F4]The LP Units and Class B Common Stock together are convertible, at Mr. Fishman's election, at any time after its issuance. This conversion right has no expiration date.