Statement of Changes in Beneficial Ownership (4)
19 May 2023 - 9:29AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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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
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Eagle Point Credit Management LLC |
2. Issuer Name and Ticker or Trading Symbol
ACRES Commercial Realty Corp.
[
ACR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
600 STEAMBOAT ROAD, SUITE 202 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2023 |
(Street)
GREENWICH, CT 06830 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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7.875% Series D Preferred Stock | 5/16/2023 | | P | | 440 | A | $16.95 (4) | 958231 | I | See footnotes (1)(2)(3)(4) |
8.625% Series C Preferred Stock | 5/16/2023 | | P | | 557 | A | $19.70 | 566990 | I | See footnotes (1)(2)(3) |
7.875% Series D Preferred Stock | 5/18/2023 | | P | | 103 | A | $16.95 (5) | 958334 | I | See footnotes (1)(2)(3)(5) |
8.625% Series C Preferred Stock | 5/18/2023 | | P | | 8500 | A | $19.76 (6) | 575490 | I | See footnotes (1)(2)(3)(6) |
Common Stock, $0.001 par value | | | | | | | | 1190098 | I | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | The securities are directly held by certain private investment funds and/or certain accounts (the "Applicable Accounts") managed by Eagle Point Credit Management LLC ("EPCM"). Eagle Point DIF GP I LLC ("DIF GP") serves as general partner to certain Applicable Accounts. |
(2) | EPCM and DIF GP could be deemed to have an "indirect pecuniary interest" (within the meaning of Rule 16a-1(a)(2)(ii) under the Securities Exchange Act of 1934) in securities reported herein. |
(3) | Each of the Reporting Persons hereby disclaims beneficial ownership of the securities described in this report pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purpose. |
(4) | The price reported reflects the weighted average purchase price per share. These securities were purchased in multiple transactions at prices ranging from $16.90 to $16.95 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, the reporting person undertakes to provide full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
(5) | The price reported reflects the weighted average purchase price per share. These securities were purchased in multiple transactions at prices ranging from $16.95 to $17.00 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, the reporting person undertakes to provide full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
(6) | The price reported reflects the weighted average purchase price per share. These securities were purchased in multiple transactions at prices ranging from $19.75 to $19.78 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, the reporting person undertakes to provide full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eagle Point Credit Management LLC 600 STEAMBOAT ROAD, SUITE 202 GREENWICH, CT 06830 |
| X |
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Eagle Point DIF GP I LLC 600 STEAMBOAT ROAD, SUITE 202 GREENWICH, CT 06830 |
| X |
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Signatures
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/s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point Credit Management LLC | | 5/18/2023 |
**Signature of Reporting Person | Date |
/s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point DIF GP I LLC | | 5/18/2023 |
**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 control number. |
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