Statement of Changes in Beneficial Ownership (4)
03 December 2016 - 8:56AM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Capasse Thomas E
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2. Issuer Name
and
Ticker or Trading Symbol
Sutherland Asset Management Corp
[
SLD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2016
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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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Common Stock
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11/30/2016
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P
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3000
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A
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$13.25
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41325
(1)
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D
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Common Stock
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12736
(2)
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I
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By Waterfall
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Common Stock
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218703
(3)
(4)
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I
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By Sutherland REIT Holdings, LP
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.225 to $13.25, inclusive on November 30, 2016. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
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(
2)
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These shares represent the 12,376 shares of common stock of the Issuer out of the 38,757 and 8,454 total shares of common stock held by Waterfall Asset Management, LLC and Waterfall Management, LLC (collectively, "Waterfall"), respectively, based on the Reporting Person's percentage ownership in Waterfall. The Reporting Person disclaims beneficial ownership of the shares held by Waterfall, except to the extent of his economic interest therein.
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(
3)
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These shares represent 218,703 shares of common stock of the Issuer out of the 13,733,959 total shares of common stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage ownership in the Partnership. Waterfall Management, LLC, an affiliate of Waterfall Asset Management, LLC, the Issuer's external manager, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Partnership. In addition, the Reporting Person is a principal of Waterfall Asset Management, LLC and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Partnership.
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(
4)
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However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of common stock, except to the extent of the 218,703 shares reported herein, which represents his economic interest in the Partnership.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Capasse Thomas E
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
NEW YORK, NY 10036
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X
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Chief Executive Officer
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Signatures
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/s/ Thomas E. Capasse
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12/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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