FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Sutherland REIT Holdings, LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/31/2016 

3. Issuer Name and Ticker or Trading Symbol

Sutherland Asset Management Corp [SLD]

(Last)        (First)        (Middle)

C/O SUTHERLAND ASSET MANAGEMENT CORP.,, 1140 AVENUE OF THE AMERICAS, 7TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10036       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   13733959   (1) (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Waterfall Management, LLC, an affiliate of the Issuer's external manager, serves as the general partner of the Reporting Person and may be deemed to be the beneficial owner of the shares of common stock of the Issuer that are held by the Reporting Person. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Reporting Person upon their request in accordance with the Reporting Person's partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Reporting Person. In addition, each of Thomas Capasse, Jack Ross, Frederick Herbst and Thomas Buttacavoli is a principal or manager director of Waterfall Asset Management, LLC, the Issuer's external manager, and may be deemed to share voting and investment power over the shares of common stock of the Issuer held by the Reporting Person.
( 2)  Each of such individuals disclaims beneficial ownership of such shares of common stock, except to the extent of his economic interest therein. The inclusion of these shares of common stock of the Issuer in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sutherland REIT Holdings, LP
C/O SUTHERLAND ASSET MANAGEMENT CORP.,
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
NEW YORK, NY 10036

X


Signatures
By: /s/ Thomas Capasse, Member 11/10/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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