SCHEDULE 13D
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CUSIP No. 505743104
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Page 1 of 14 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Ladder
Capital Corp
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
505743 104
(CUSIP
Number)
David A. Smolen
GI GP III LLC
188 The
Embarcadero, Suite 700
San Francisco, CA 94105
(415) 688-4800
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 28, 2017
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for
other copies to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 505743104
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Page 2 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI Partners Fund III L.P.
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 3 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI Ladder Holdco, LLC
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
OO (limited liability company)
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 4 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI Partners Fund III-A L.P.
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 5 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI Partners Fund III-B L.P.
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 6 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI GP III L.P.
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 7 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI Holdings III L.P.
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
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13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 505743104
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Page 8 of 14 Pages
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1.
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Name of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GI GP III LLC
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2.
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Check the appropriate box if a member
of a group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (See Instructions)
Not Applicable
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
0
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8.
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Shared voting power
5,537,398*
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,537,398*
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11.
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Aggregate amount beneficially owned by each reporting person
5,537,398*
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12.
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Check Box if the aggregate amount in
Row (11) excludes certain shares (See Instructions) ☐
|
13.
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Percent of class represented by amount
in Row 11
4.9999994%*
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14.
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Type of reporting person (See
Instructions)
OO (limited liability company)
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SCHEDULE 13D
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CUSIP No. 505743104
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Page
9
of 14 Pages
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This Amendment No. 7 (Amendment No. 7) amends and supplements the
statements on Schedule 13D filed with the SEC on February 21, 2014 (as amended by Amendment No. 1 thereto filed with the SEC on February 5, 2016, Amendment No. 2 thereto filed with the SEC on December 21, 2016, Amendment
No. 3 thereto filed with the SEC on March 3, 2017, Amendment No. 4 thereto filed with the SEC on March 13, 2017, Amendment No. 5 (Amendment No. 5) thereto filed with the SEC on October 12, 2017 and Amendment
No. 6 (Amendment No. 6) thereto filed with the SEC on November 21, 2017, the Original Schedule 13D), relating to the Class A Common Stock, par value $0.001 per share (Class A Common
Stock), of Ladder Capital Corp (the Company). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D. This Amendment No. 7 constitutes an exit filing for
the Reporting Persons. The Original Schedule 13D is hereby amended as follows:
SCHEDULE 13D
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CUSIP No. 505743104
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Page
10
of 14 Pages
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Original Schedule 13D is hereby
amended and restated, with effect from the date of the event giving rise to this Amendment No. 7:
(a) and (b)
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Reporting Persons
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Number of
Shares With
Sole Voting and
Dispositive
Power
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Number of
Shares With
Shared Voting
and Dispositive
Power
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Aggregate
Number of
Shares
Beneficially
Owned
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Percentage
of Class
Beneficially
Owned
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GI III
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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Ladder HoldCo
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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GI III-A
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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GI III-B
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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GI GP LP
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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GI Holdings
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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GI GP LLC
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0
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5,537,398
(as converted)
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5,537,398
(as converted)
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4.9999994
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%*
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*
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The ownership percentages are based on 88,925,736 shares of Class A Common Stock and 21,822,238 shares of Class B Common Stock outstanding as of November 28, 2017. The amounts outstanding were
calculated by using the amounts as of October 31, 2017, as set forth in the Companys
Form 10-Q
filed with the SEC on November 3, 2017.
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(c)
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On November 28, 2017, the Reporting Persons sold an aggregate of 2,000,000 shares of Class A Common Stock of the Company in a block trade at a price per share of $13.55, as follows: (a) 1,657,000 shares
of Class A Common Stock sold by Ladder HoldCo, (b) 299,927 shares of Class A Common Stock sold by GI III-B, and (c) 43,073 shares of Class A Common Stock sold by GI III-A. On November 29, 2017, the Reporting
Persons sold an aggregate of 29,600 shares of Class A Common Stock of the Company at a price per share of $13.73, as follows: (a) 24,523 shares of Class A Common Stock sold by Ladder HoldCo, (b) 4,439 shares of Class A
Common Stock sold by
GI-IIIB,
and (c) 638 shares of Class A Common Stock sold by
GI-IIIA.
On November 30, 2017, the Reporting Persons sold an aggregate of
48,086 shares of Class A Common Stock of the Company at a price per share of $13.70, as follows: (a) 39,839 shares of Class A Common Stock sold by Ladder HoldCo, (b) 7,211 shares of Class A Common Stock sold by
GI-IIIB,
and (c) 1,036 shares of Class A Common Stock sold by
GI-IIIA.
On December 1, 2017, the Reporting Persons sold an aggregate of 38,518 shares of
Class A Common Stock of the Company at a price per share of $13.59, as follows: (a) 31,912 shares of Class A Common Stock sold by Ladder HoldCo, (b) 5,776 shares of Class A Common Stock sold by
GI-IIIB,
and (c) 830 shares of Class A Common Stock sold by
GI-IIIA.
On December 4, 2017, the Reporting Persons sold an aggregate of 188,588 shares of
Class A Common Stock of the Company at a price per share of $13.60, as follows: (a) 156,246 shares of Class A Common Stock sold by Ladder HoldCo, (b) 28,282 shares of Class A Common Stock sold by
GI-IIIB,
and (c) 4,060 shares of Class A Common Stock sold by
GI-IIIA.
To the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any
other transaction in Units, shares of Class B Common Stock or shares of Class A Common Stock of the Company since the filing of Amendment No. 6 (other than transactions that may have been effected in the ordinary course of business in an
agency or a fiduciary capacity).
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(d)
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Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons securities.
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(e)
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The Reporting Persons ceased to be the beneficial owners of 5% of the Companys Class A Common stock on December 4, 2017.
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SCHEDULE 13D
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CUSIP No. 505743104
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Page
11
of 14 Pages
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1
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Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.3 to the Form 8-K for Ladder Capital Corp, filed on January 5,
2015.
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Exhibit 2
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Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.2 to the Form 10-K for Ladder Capital Corp, filed on March 7,
2016.
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Exhibit 3
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Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP and each of the Ladder Investors (as defined therein), incorporated by
reference to Exhibit 99.2 to the Form 8-K for Ladder Capital Corp, filed on March 3, 2017.
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Exhibit 4
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Joint Filing Agreement, dated as of February 21, 2014, among the Reporting Persons.*
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Exhibit 5
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Identification of Members of the Group, dated as of February 21, 2014.*
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Exhibit 6
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Power of Attorney, February 21, 2014.*
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SCHEDULE 13D
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CUSIP No. 505743104
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Page
12
of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated as of December 6, 2017.
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GI Partners Fund III L.P.
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By:
By:
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GI GP III L.P., its general partner
GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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GI Ladder Holdco, LLC
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By:
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GI Partners Fund III L.P., its sole member
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By:
By:
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GI GP III L.P., its general partner
GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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GI Partners Fund III-A L.P.
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By:
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GI GP III L.P., its general partner
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By:
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GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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GI Partners Fund III-B L.P.
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By:
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GI GP III L.P., its general partner
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By:
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GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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GI GP III L.P.
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By:
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GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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[
Signatures continue on the next page
]
SCHEDULE 13D
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CUSIP No. 505743104
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Page
13
of 14 Pages
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[
Signatures continued from the previous page
]
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GI Holdings III L.P.
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By:
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GI GP III LLC, its general partner
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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GI GP III LLC
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By:
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/s/ David A. Smolen
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David A. Smolen
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General Counsel
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SCHEDULE 13D
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CUSIP No. 505743104
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Page
14
of 14 Pages
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EXHIBIT INDEX
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EXHIBIT
NO.
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DESCRIPTION
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Exhibit 1
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Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.3 to the Form 8-K for Ladder Capital Corp, filed on January 5,
2015.
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Exhibit 2
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Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.2 to the Form 10-K for Ladder Capital Corp, filed on March 7,
2016.
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Exhibit 3
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Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP and each of the Ladder Investors (as defined therein), incorporated by
reference to Exhibit 99.2 to the Form 8-K for Ladder Capital Corp, filed on March 3, 2017.
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Exhibit 4
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Joint Filing Agreement, dated as of February 21, 2014, among the Reporting Persons.*
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Exhibit 5
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Identification of Members of the Group, dated as of February 21, 2014.*
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Exhibit 6
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Power of Attorney, February 21, 2014.*
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