4//SEC Filing
ARS VI Investor I, LP 4
Accession 0001209191-17-056900
CIK 0001045425other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 5:08 PM ET
Size
13.4 KB
Accession
0001209191-17-056900
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Share Appreciation Right
2017-10-11−7,485,045→ 0 total→ Common Shares of Beneficial Interest - Disposition to Issuer
Common Share Purchase Warrant
2017-10-11−11,035,875→ 0 total→ Common Shares of Beneficial Interest
Footnotes (7)
- [F1]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 $0.925 per Common Share Purchase Warrant (the "Warrants") and $0.674 per Common Share Appreciation Right (the "SARs").
- [F2]The reported securities are owned directly by the reporting person, a limited partnership. Pursuant to the Purchase Agreement, the reporting person may designate a trustee on the issuer's board of trustees. Andrew M. Silberstein, a trustee of the issuer, serves as the deputized trustee of the reporting person serving on the issuer's board of trustees as the reporting person's representative and indirectly holds an equity interest in the reporting person. The reporting person converted from a limited liability company into a limited partnership on December 31, 2013. Prior to the conversion, the Investor was known as ARS VI Investor I, LLC.
- [F3]On October 11, 2017, the issuer received a Put Right Notice (as defined in the Warrants and SARs) from the reporting person pursuant to the terms of the Warrants and SARs and the reporting person surrendered all of the Warrants and SARs to the issuer. The Put Right Notice specified that the issuer was to redeem all of the reporting person's Warrants and SARs in accordance with the terms thereof. Upon surrender of the Warrants and SARs, the reporting person's rights thereunder with respect to the issuer's common shares terminated (the "Termination"), and the Warrants and SARs represented the right of the reporting person to receive the Put Redemption Price (as defined in the Warrants and SARs) from the issuer.
- [F4]The Warrants and SARs define the Put Redemption Price as $1.23 per share and provide that the number of shares used to calculate the Put Redemption Price is based on the number of shares underlying the Warrants and SARs as of the date of the original issuance of the Warrants and SARs. Accordingly, the numbers of derivative securities that serve as the basis for the calculation of the Put Redemption Price were the 9,931,000 shares underlying the Warrants and the 6,735,667 shares underlying the SARs.
- [F5]While not relevant to the calculation of the Put Redemption Price, prior to the Termination, the exercise price of the Warrants and SARs had adjusted in accordance with their terms to $5.40 and the number of shares underlying the Warrants and SARs had adjusted in accordance with their terms to 11,035,875 shares and 7,485,045 shares, respectively.
- [F6]Prior to the Termination, the issuer would not have been obligated to issue in excess of 9,931,000 of the issuer's common shares, in the aggregate, upon exercise of the Warrants unless the issuer elected to seek, and obtain, shareholder approval for the issuance of such excess common shares in accordance with New York Stock Exchange listing requirements. The issuer would have had to 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 could not issue as a result of this limit. Prior to such termination, any exercise of the SARs would have been settled in cash, not in the issuer's common shares.
- [F7]The put right exercised pursuant to the Put Right Notice related to the Warrants and SARs became exercisable on October 1, 2017. The Warrants and SARs were also exercisable as of that date. Prior to the Termination, the Warrants and SARs were to expire on the earlier of (i) October 1, 2027 unless exercised on or prior to such date or (ii) (x) 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 occurred.
Documents
Issuer
RAIT Financial Trust
CIK 0001045425
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001560568
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 5:08 PM ET
- Size
- 13.4 KB