Amended Statement of Beneficial Ownership (sc 13d/a)
November 28 2017 - 3:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
Ladder Capital Corp
(Name of Issuer)
Class A Common Stock, par value $0.001 per
share
(Title of Class of Securities)
505743 10 4
(CUSIP Number)
Andrew Prodanyk, 900-100 Adelaide St W, Toronto, ON M5H 0E2
Canada,
Tel: 416.864.3227
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
November 27, 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 240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d
-7(b) for other parties to whom copies are to be sent.
*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.
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
1
|
NAMES OF REPORTING PERSONS
|
|
OCP LCF Holdings Inc.
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
EIN: 98-0591884
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
|
(a) [ ]
|
|
(b) [ ]
|
3
|
SEC USE ONLY
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ontario, Canada
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|
|
|
SHARES
|
|
3,683,087
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
REPORTING
|
|
3,683,087
|
|
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,683,087
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
CO
|
Page 2
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
|
|
OMERS Administration Corporation
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
EIN: 98-0510778
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) [ ]
|
|
(b) [ ]
|
3
|
SEC USE ONLY
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ontario, Canada
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|
|
|
SHARES
|
|
3,683,087
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
REPORTING
|
|
3,683,087
|
|
|
|
PERSON
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
WITH
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,683,087
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
CO
|
Page 3
This Amendment No. 3 (Amendment No. 3) amends and supplements
the statements on Schedule 13D filed with the Securities and Exchange Commission
(SEC) on February 21, 2014 (the Original Schedule 13D) as amended by
Schedule 13D filed with the SEC on March 7, 2017 (Amendment No. 1) and
Schedule 13D filed with the SEC on August 23, 2017 (Amendment No. 2) relating
to the Class A Common Stock, par value $0.001 per share (Class A Common
Stock), of Ladder Capital Corp (the Company). The Original Schedule 13D is
hereby amended further as follows:
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended, with
effect from the date of the event giving rise to this Amendment No. 3, by adding
the following at the end thereof:
The Reporting Persons hold their securities of the Issuer for
investment purposes. A business decision was made by the Reporting Persons to
divest a portion of these securities based on a review of numerous factors,
including, among other things, the price levels of the securities, general
market and economic conditions, ongoing evaluation of the Issuer's business,
financial condition, operations and prospects; and the relative attractiveness
of alternative business and investment opportunities. Accordingly, 1,578,466
Class A shares of the Issuer were sold on November 27, 2017.
Item 5. Interest in Securities of the Issuer
Item 5 of the Amendment No. 1and Amendment No. 2 is hereby
amended and restated, with effect from the date of the event giving rise to this
Amendment No. 3:
*The ownership percentages set forth below are based on
88,925,736 shares of the Issuers Class A Common Stock and 21,822,238 shares of
the Issuers Class B Common Stock outstanding as set forth in Form 10-Q filed by
the Issuer with the SEC on November 3, 2017.
|
(a)
|
OCP LCF Holdings Inc. beneficially owns 3,683,087 shares
of Class A Common Stock, which represent 4.1% of the outstanding Class A
shares (3.3% on a fully diluted basis).
|
|
|
|
|
|
OMERS Administration Corporation, as the parent company
of OCP LCF Holdings Inc., beneficially owns 3,683,087 shares of Class A
Common Stock, which represent 4.1% of the outstanding Class A shares (3.3%
on a fully diluted basis).
|
|
|
|
|
(b)
|
The number of shares of Class A Common Stock as to which
each of the Reporting Persons share voting and dispositive power is
5,261,553.
|
|
|
|
|
(e)
|
OCP LCF Holdings Inc. and OMERS Administration
Corporation will cease to be a beneficial owner of more than five percent
of the class of securities upon settlement of the trade on November 29,
2017.
|
Page 4
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.
November 28, 2017
|
Dated
|
|
[signed] Andrew
Prodanyk
|
Signature
|
|
|
Andrew Prodanyk,
Assistant Secretary and Director, OCP LCF Holdings Inc.
|
Name/Title
|
|
|
|
November 28, 2017
|
Dated
|
|
[signed]
Christine Sharp
|
Signature
|
|
|
Christine Sharp, Senior Vice President & Associate
General Counsel, Legal,
|
OMERS
Administration Corporation
|
Name/Title
|
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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