Statement of Changes in Beneficial Ownership (4)
August 07 2020 - 7:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KAUFMAN IVAN |
2. Issuer Name and Ticker or Trading Symbol
ARBOR REALTY TRUST INC
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ABR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COB, CEO and President |
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(Last)
(First)
(Middle)
C/O ARBOR REALTY TRUST, INC., 333 EARLE OVINGTON BLVD., STE. 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2020 |
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(Street)
UNIONDALE, NY 11553
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Special Voting Preferred Stock, par value $0.01 per share | 8/5/2020 | | J(1) | | 1000000 | D | (1) | 13669101 (3) | I | By Arbor Commercial Mortgage, LLC |
| Special Voting Preferred Stock, par value $0.01 per share | 8/7/2020 | | J(2) | | 1400000 | D | (2) | 12269101 (3) | I | By Arbor Commercial Mortgage, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Partnership Common Units | (1) | 8/5/2020 | | J (1) | | 1000000 | | (4) | (4) | Common Stock, par value $0.01 per share | 1000000 | (1) | 13669101 (3) | I | By Arbor Commercial Mortgage, LLC |
| Partnership Common Units | (2) | 8/7/2020 | | J (2) | | 1400000 | | (4) | (4) | Common Stock, par value $0.01 per share | 1400000 | (2) | 12269101 (3) | I | By Arbor Commercial Mortgage, LLC |
| Explanation of Responses: |
| (1) | On July 14, 2016, Arbor Realty Limited Partnership, a Delaware limited partnership, issued Partnership Common Units ("OP Units") to Arbor Commercial Mortgage, LLC ("ACM") and, in connection therewith, the Company issued Special Voting Preferred Stock ("Preferred Shares") to ACM. On August 5, 2020, ACM distributed 1,000,000 OP Units and Preferred Shares valued at $9,000,000 to one of its members for a portion of such member's membership interest in ACM. The value was determined using a stock price of $9.00 per share in accordance with an agreement between ACM and the member. |
| (2) | On August 7, 2020, ACM distributed 1,400,000 OP Units and Preferred Shares with a fair market value of approximately $15.3 million to Lisa Kaufman in consideration of a partial liquidation of her membership interest in ACM, such liquidation made in accordance with the terms of a post-nuptial agreement between Mr. and Mrs. Kaufman. The fair market value was determined in accordance with ACM's Operating Agreement, using the average closing stock price of the Company from August 5, 2020 through August 7, 2020 of $10.93 per share. |
| (3) | Mr. Kaufman disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
| (4) | Not applicable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KAUFMAN IVAN
C/O ARBOR REALTY TRUST, INC.
333 EARLE OVINGTON BLVD., STE. 900
UNIONDALE, NY 11553 | X | X | COB, CEO and President |
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Signatures
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| /s/ Ivan Kaufman | | 8/7/2020 |
| **Signature of Reporting Person | Date |
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