4//SEC Filing
RAIT Financial Trust 4
Accession 0001209191-14-023551
CIK 0001045425operating
Filed
Mar 26, 8:00 PM ET
Accepted
Mar 27, 6:39 PM ET
Size
15.2 KB
Accession
0001209191-14-023551
Insider Transaction Report
Form 4
Transactions
- Award
Common Share Purchase Warrant
2014-03-27+3,553,609→ 10,153,168 totalExercise: $5.87From: 2014-03-27→ Common Shares of Beneficial Interest (3,553,609 underlying) - Award
Common Share Appreciation Right
2014-03-27+2,410,222.92→ 6,886,351.2 totalExercise: $5.87→ Common Shares of Beneficial Interest (2,410,222.92 underlying) - Award
Series D Cumulative Redeemable Preferred Shares
2014-03-27+1,400,000→ 4,000,000 total→ Series E Cumulative Redeemable Preferred Shares (1,400,000 underlying)
Footnotes (10)
- [F1]The Series D Cumulative Redeemable Preferred Shares are exchangeable into the issuer's Series E Cumulative Redeemable Preferred Shares in certain circumstances on a one-for-one basis, and have no expiration date.
- [F10]The Common Share Appreciation Rights are settled in cash, not in the issuer's Common Shares of Beneficial Interest.
- [F2]These securities were issued pursuant to the Securities Purchase Agreement dated as of October 1, 2012 (the "Purchase Agreement") among the issuer, certain subsidiaries of the issuer and the reporting person. The purchase price allocated per security in the Purchase Agreement was approximately $21.5685 per Series D Cumulative Redeemable Preferred Share, $0.925 per Common Share Purchase Warrant and $0.674 per Common Share Appreciation Right.
- [F3]The reported securities are owned directly by the reporting person, a limited partnership. Andrew M. Silberstein, a trustee of the issuer, indirectly holds an equity interest in the reporting person and serves as the deputized trustee of the reporting person serving on the issuer's board of trustees as the reporting person's representative. See Remarks section. The reporting person converted from a limited liability company into a limited partnership on December 31, 2013. Prior to the conversion, the reporting person was known as ARS VI Investor I, LLC.
- [F4]The warrants and the share appreciation rights had an initial exercise price per share of $6.00 upon original issuance. Under the adjustment provisons of the warrants or share appreciation rights, as applicable, this exercise price had adjusted to $5.87 per share as of the date of this report.
- [F5]Prior to giving effect to certain adjustments under the warrants, the number relating to the warrants in columns 5 and 7 was initially 3,475,850 upon original issuance, and the number relating to the warrants in column 9 was initially 9,931,000 upon original issuance.
- [F6]Under the adjustment provisions of the warrants, as of the date of the filing of this report, the number relating to the warrants reported in columns 5 and 7 was adjusted to 3,553,609 and the number reported in column 9 was adjusted to 10,153,168. The issuer will not be obligated to issue in excess of 9,931,000 common shares, in the aggregate, upon exercise of the warrants unless the issuer elects to seek, and obtains, shareholder approval for the issuance of such excess common shares in accordance with New York Stock Exchange listing requirements. The issuer will pay cash or issue a 180 day unsecured promissory note, or a combination of the foregoing, equal to the market value of any common shares it cannot issue as a result of this limit.
- [F7]These securities terminate on the earlier of (i) October 1, 2027 unless exercised on or prior to such date or (ii) (x) thirty (30) days following the receipt of notice by the holder thereof of a defined change of control or (y) if later, the date such change of control occurs.
- [F8]Prior to giving effect to certain adjustments under the share appreciation rights, the number relating to the share appreciation rights in columns 5 and 7 was initially 2,357,483.45 upon original issuance, and the number relating to the share appreciation rights in column 9 was initially 6,375,667 upon original issuance. Under the adjustment provisions of the share appreciation rights, as of the date of the filing of this report, the number relating to the share appreciation rights reported in columns 5 and 7 was adjusted to 2,410,222.92 and the number reported in column 9 was adjusted to 6,886,351.2.
- [F9]The Common Share Appreciation Rights are exercisable commencing on the earlier of October 1, 2014 and the occurrence of a defined change of control.
Documents
Issuer
RAIT Financial Trust
CIK 0001045425
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001045425
Filing Metadata
- Form type
- 4
- Filed
- Mar 26, 8:00 PM ET
- Accepted
- Mar 27, 6:39 PM ET
- Size
- 15.2 KB