Amended Statement of Beneficial Ownership (sc 13d/a)
September 12 2018 - 1:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3)
_______________________
RAIT FINANCIAL TRUST
(Name of Issuer)
Common Shares of Beneficial Interest,
$.03 par value per share
(Title of Class of Securities)
749227609
(CUSIP Number of Class
of Securities)
_______________________
Charles L. Frischer
4404 52nd Avenue NE
Seattle, WA 98105
______________________________________________________________________
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
August 31, 2018
(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 which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 Rule 13d-7 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s 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 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).
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(continued on next page(s))
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Page 1
of 6
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CUSIP No.
749227609
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13D
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Page 2
of 6
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles Frischer
I.R.S. I.D. No.
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2
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Check the Appropriate Box if a Member of a Group *
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(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Sources of Funds *
PF
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
USA
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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
192,033
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8
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Shared Voting Power
- 0 -
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9
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Sole Dispositive Power
192,033
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10
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Shared Dispositive Power
- 0 -
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
192,033
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12
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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☐
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13
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Percent of Class Represented by Amount in Row (11)
10.4%
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14
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Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
749227609
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13D
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Page 3
of 6
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Libby Frischer Family Partnership
I.R.S. I.D. No.
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2
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Check the Appropriate Box if a Member of a Group *
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(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Sources of Funds *
WC
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
USA
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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
38,001
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8
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Shared Voting Power
- 0 -
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9
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Sole Dispositive Power
38,001
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10
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Shared Dispositive Power
- 0 -
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
38,001
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12
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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☐
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13
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Percent of Class Represented by Amount in Row (11)
Less than 1%
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14
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Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
749227609
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13D
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Page 4
of 6
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This Amendment No.
3 to Schedule 13D amends certain information contained in the Schedule 13D filed by Charles Frischer on March 5, 2018, as amended
by Amendment No. 1 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on April 5, 2018, and as
further amended by Amendment No. 2 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on May 15,
2018 (the “13D”) with respect to the Common Stock, par value $0.03 per share (the “Shares”) of RAIT Financial
Trust, a real estate investment trust (the “Issuer”). The principal executive offices of the Issuer are located at
Two Logan Square, 100 N. 18
th
Street, 23
rd
Floor, Philadelphia, PA 19103. Capitalized terms used but not
defined herein have the meanings ascribed to them in the 13D.
Item 3. Source and Amount of Funds of Other Consideration.
Item
3 shall be deleted in its entirety and replaced with the following:
The total amount of
funds required to acquire the Shares acquired by Mr. Frischer was $3,053,529. Mr. Frischer used personal funds and funds in his
IRA to acquire his Shares.
The total amount of
funds required to acquire the Shares acquired by the Partnership was $100,494. The Partnership used its cash reserves to acquire
its Shares.
Item 5. Interest of Securities of the Issuer.
Item 5 shall be deleted in its entirety and replaced with the
following:
(a) and (b)
Beneficial ownership
As of the date of
this Amendment No. 3 to Schedule 13D, the Partnership directly owns 38,001 Shares representing less than 1% of the total outstanding
Shares. As of the date of this Amendment No. 3 to Schedule 13D, Mr. Frischer directly or through his IRA owns 154,032 Shares and
he is the sole general partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 192,033 Shares representing
approximately 10.4% of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages
of the outstanding Shares based on a total of 1,850,655 Shares outstanding at August 13, 2018, which amount is derived from amount
reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2018.
By virtue of their
status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and
dispositive power over the Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of
the Shares owned by the other Reporting Persons other than the Shares owned by the Partnership, which Mr. Frischer does not disclaim
beneficial ownership.
Mr. Frischer has
sole voting power and sole investment power with respect to 192,033 Shares.
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CUSIP No.
749227609
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13D
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Page 5
of 6
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(c)
Transactions
during the past sixty days
Information with respect
to the Reporting Person’s transactions effected during the past 60 days are set forth on Annex A hereto.
(d)
Right
to receive dividends or proceeds
Not applicable.
(e)
Beneficial
ownership of less than five percent
Not applicable.
Item 7. Materials to be Filed as Exhibits.
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1.
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Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D
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2.
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Letter dated as of May 11, 2018 from Libby Frischer Family Partnership to RAIT Financial Trust and Ledgewood, P.C., incorporated
by reference to the Exhibit 10.1 to the Issuer’s Form 8-K filed on May 11, 2018
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Signatures
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.
Pursuant to Rule 13d-1(k),
this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of September 12, 2018
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/s/ Charles Frischer
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Charles Frischer
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LIBBY FRISCHER FAMILY PARTNERSHIP
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By:
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/s/ Charles Frischer
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Charles Frischer
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General Partner
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Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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CUSIP No.
749227609
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13D
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Page 6
of 6
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ANNEX A
Schedule of Transactions in Common Shares
of the Issuer
During the Past 60 Days
Libby Frischer Family Partnership
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Date of Transaction
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Quantity Purchased
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Price per Share
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8/29/2018
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2,000
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2.80
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8/30/2018
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2,078
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2.65
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8/31/2018
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23,976
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2.65
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9/4/2018
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6,967
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2.65
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9/6/2018
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106
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2.60
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9/7/2018
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230
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2.60
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9/10/2018
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2,644
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2.46
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Charles Frischer
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Date of Transaction
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Quantity Purchased
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Price per Share
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8/15/2018
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51
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2.66
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8/17/2018
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2,399
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2.94
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8/20/2018
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1,138
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2.95
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8/22/2018
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2,815
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2.92
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8/23/2018
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2,574
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2.84
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8/24/2018
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650
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2.85
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8/27/2018
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1,976
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2.75
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