Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in 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).
CUSIP No. 505743104
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1.
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Names of
Reporting Persons.
Her Majesty the Queen in Right of the Province of Alberta as
represented by Alberta Investment Management Corporation
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Alberta,
Canada
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
7,228,350 shares (1)
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
7,228,350 shares (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,228,350 shares (1)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
6.5%(2)
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12.
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Type of Reporting Person
FI
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(1)
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The securities are held directly by GP09 PX Ladder Capital Ltd. and GP09 GV Ladder Capital Ltd., both of which are directly or indirectly owned by entities advised by Alberta Investment Management Corporation. See the
Introductory Note following for more information.
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(2)
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Percentage calculated on the basis of 88,925,736 shares of Class A common stock and 21,822,238 shares of Class B common stock outstanding as of October 31, 2017 (as provided in the Issuer’s Quarterly
Report on Form
10-Q
filed on November 3, 2017), and assuming all shares of Class B common stock are exchanged for shares of Class A common stock on a
one-for-one
basis.
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CUSIP No. 505743104
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1.
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Names of
Reporting Persons.
GP09 PX Ladder Capital Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Alberta,
Canada
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
4,633,372 shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
4,633,372 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,633,372 shares
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
4.2% (1)
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12.
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Type of Reporting Person
CO
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(1)
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Percentage calculated on the basis of 88,925,736 shares of Class A common stock and 21,822,238 shares of Class B common stock outstanding as of October 31, 2017 (as provided in the Issuer’s Quarterly
Report on Form
10-Q
filed on November 3, 2017), and assuming all shares of Class B common stock are exchanged for shares of Class A common stock on a
one-for-one
basis.
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CUSIP No. 505743104
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1.
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Names of
Reporting Persons.
GP09 GV Ladder Capital Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Alberta,
Canada
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
2,594,978 shares
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
2,594,978 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,594,978 shares
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
2.3% (1)
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12.
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Type of Reporting Person
CO
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(1)
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Percentage calculated on the basis of 88,925,736 shares of Class A common stock and 21,822,238 shares of Class B common stock outstanding as of October 31, 2017 (as provided in the Issuer’s Quarterly
Report on Form
10-Q
filed on November 3, 2017), and assuming all shares of Class B common stock are exchanged for shares of Class A common stock on a
one-for-one
basis.
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INTRODUCTORY NOTE:
This Statement on Schedule 13G (Amendment No. 2) is being filed by (i) Her Majesty the Queen in Right of the Province of Alberta as represented by
Alberta Investment Management Corporation (“AIMCo”), a body corporate established under the Alberta Investment Management Corporation Act R.S.A.
c.A-26.5
(2007), with respect to investments held on
behalf of clients for which AIMCo serves as investment manager, (ii) GP09 PX Ladder Capital Ltd.
(“AIMCo-PX”),
and (iii) GP09 GV Ladder Capital Ltd.
(“AIMCo-GV”,
and together with
AIMCo-PX,
the “AIMCo Funds”). The securities reported in this Schedule 13G are directly held by
AIMCo-PX
and
AIMCo-GV.
AIMCo may be deemed to have voting and investment power with respect to shares held by
AIMCo-PX
and
AIMCo-GV.
AIMCo disclaims beneficial ownership of the Issuer’s shares reported herein in which AIMCo has no actual pecuniary interest.
This Statement on Schedule 13G (Amendment No. 2) reflects (1) the receipt by the AIMCo Funds of an aggregate of 69,180 shares of the Issuer’s
Class A Common Stock in connection with a pro rata stock dividend to all holders of Class A Common Stock that was distributed on January 24, 2017; (2) the sale of an aggregate of 1,246,581 shares of Class A Common Stock in
connection with a private,
non-brokered
transaction with Related Companies, which closed on March 3, 2017; and (3) the sale of an aggregate of 725,005 shares of Class A Common Stock in
connection with a registered, underwritten public offering, which closed on March 13, 2017.
In addition, this Statement on Schedule 13G (Amendment
No. 2) reflects the amalgamation (the “Amalgamation”) of GP09 PX (LAPP) Ladder Capital Ltd. (“AIMCo-LAPP”) into
AIMCo-PX
on July 11, 2017. Following the Amalgamation, all of the
shares of the Issuer’s Class A Common Stock directly held by AIMCo-LAPP became directly held by
AIMCo-PX.
(a) Name of Issuer:
Ladder Capital Corp
(b) Address
of Issuer’s Principal Executive Offices:
345 Park Avenue, 8th Floor
New York, New York 10154
(a) Name of Person Filing:
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
GP09 PX Ladder Capital Ltd.
GP09
GV Ladder Capital Ltd.
(b) Address of Principal Business Office, or if None, Residence:
AIMCo: 1100 - 10830 Jasper Avenue, Edmonton, Alberta T5J 2B3
AIMCo-PX: 1100
- 10830 Jasper Avenue, Edmonton, Alberta T5J 2B3
AIMCo-GV: 1100
- 10830 Jasper Avenue, Edmonton, Alberta T5J 2B3
(c) Citizenship:
AIMCo: Canada
AIMCo-PX: Canada
AIMCo-GV: Canada
(d) Title of Class of Securities:
Class A Common Stock
(e)
CUSIP Number:
505743104
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO
SS.240.13d-1(b)
OR
240.13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
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Item 3 is not applicable.
The responses of Reporting Persons to Rows 5, 6, 7, 8, 9, and 11 of the cover pages which
relate to beneficial ownership of the Class A Common Stock of the Issuer are incorporated by reference.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Item 5 is not applicable.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Pursuant to the Alberta Investment
Management Corporation Act, R.S.A. c.
A-26.5
(2007), AIMCo provides investment management services for a diverse group of Alberta public sector clients, including Alberta public sector pension plans and
provincial endowment funds.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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See Introductory Note above.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Introductory Note above.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Item 9 is not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
Dated: January 17, 2018
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HER MAJESTY THE QUEEN IN RIGHT OF
THE PROVINCE OF ALBERTA AS REPRESENTED BY ALBERTA
INVESTMENT
MANAGEMENT
CORPORATION
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By:
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/s/ Jon Reay
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Name:
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Jon Reay
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Title:
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Chief Compliance Officer
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GP09 PX LADDER CAPITAL LTD.
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By:
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/s/ James Ridout
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Name:
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James Ridout
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Title:
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Director
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GP09 GV LADDER CAPITAL LTD.
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By:
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/s/ James Ridout
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Name:
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James Ridout
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Title:
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Director
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