UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2431, 2009

CAPMARK FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada		333-146211		91-1902188
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

116 Welsh Road Horsham, Pennsylvania		19044
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (215) 328-4622

Not applicable.

(Former names or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.02 ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24 31, 2009, ~~Capmark Financial Group Inc. (~~the ~~“Company”)~~board ~~entered into a letter~~of ~~agreement~~directors byof ~~and~~Capmark ~~among~~Financial ~~the Company, Five Mile Capital Partners LLC (“Five Mile”), Goldman, Sachs & Co. (“GS”), GMAC Mortgage~~ Group ~~LLC (“GMAC”), Kohlberg Kravis Roberts & Co~~Inc., ~~L.P.~~ (~~“KKR”) and Dune Capital Management LP (“Dune”, and together with Five Mile, GS, GMAC and KKR,~~ the “~~Consultants~~Company”) ~~(the “Agreement”). The~~appointed ~~Agreement terminated the Management Agreement,~~Frederick ~~dated~~Arnold as ofChief ~~March~~Financial ~~23,~~Officer ~~2006, by~~ and ~~among~~Executive ~~the~~Vice ~~Company~~President ~~and~~of the ~~Consultants (the “Management Agreement”) pursuant to which the Consultants provided the~~ Company ~~with management and advisory services,~~ effective asSeptember ~~of December 31~~1, ~~2008 (the “Termination Date”)~~2009. ~~Under~~Prior ~~the~~to ~~terms~~joining of the ~~Management Agreement~~Company, ~~the~~Mr. ~~Consultants~~Arnold, ~~were~~55, ~~entitled~~served toas ~~receive~~Executive anVice ~~annual~~President, ~~management~~Finance, ~~fee and reimbursement for reasonable out-~~of~~-pocket~~ ~~expenses. The Agreement provides that Section 3 of~~Masonite ~~the~~International ~~Management~~from ~~Agreement~~February ~~with~~2006 ~~respect~~until toOctober ~~expenses~~2007. In ~~accrued~~addition, ~~prior to the~~Mr. ~~Termination~~Arnold ~~Date~~has ~~shall~~served ~~survive~~as ~~indefinitely~~a ~~and~~consultant ~~Section 4 of the Management Agreement with respect to indemnification shall survive~~ for avarious ~~period~~private ~~of three~~equity-owned ~~years from the Termination Date~~companies.

~~As of~~Gregory ~~June~~J. ~~30,~~McManus ~~2009,~~has ~~GMACCH~~delayed ~~Investor~~the ~~LLC,~~effective andate ~~investor~~of ~~entity~~his ~~owned~~resignation byfrom ~~affiliates~~his ofpositions ~~Five~~as ~~Mile,~~Chief ~~GS,~~Financial ~~KKR~~Officer and ~~Dune,~~Executive ~~owned~~Vice ~~approximately~~President ~~75.4 percent~~ of the Company’s ~~common~~from August ~~stock~~14, ~~and~~2009 ~~GMAC~~until ~~owned~~September ~~approximately~~1, 212009.~~3 percent of the Company’s common stock.~~

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement regarding Termination of Management Agreement, dated as of July 24, 2009, by and among Capmark Financial Group Inc., Five Mile Capital Partners LLC, Goldman, Sachs & Co., GMAC Mortgage Group LLC, Kohlberg Kravis Roberts & Co., L.P. and Dune Capital Management LP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Capmark Financial Group Inc.
	/s/ Thomas L. Fairfield
Date: July 28, 2009	Name:	Thomas L. Fairfield
Date: August 6, 2009	Name:	Thomas L. Fairfield
	Title:	Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement regarding Termination of Management Agreement, dated as of July 24, 2009, by and among Capmark Financial Group Inc., Five Mile Capital Partners LLC, Goldman, Sachs & Co., GMAC Mortgage Group LLC, Kohlberg Kravis Roberts & Co., L.P. and Dune Capital Management LP.

Filing Compare · Capmark Financial Group Inc.