UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___ )    *


Sutherland Asset Management Corporation
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
86933G105
(Cusip Number)
 
November 1, 2016
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  Rule 13d-1(b)
  Rule 13d-1(c)
  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







(Continued on following pages)
Page 1 of 22 Pages
Exhibit Index Found on Page 21

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
1,931,926
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
1,931,926
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,931,926
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.3 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN
Page 2 of 22

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital AA Investors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
392,310
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
392,310
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
392,310
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 3 of 22

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Farallon Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO

Page 4 of 22

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Farallon AA GP, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
392,310
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
392,310
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
392,310
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
Page 5 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Michael B. Fisch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 6 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Richard B. Fried
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN


Page 7 of 22

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Daniel J. Hirsch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 8 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
David T. Kim
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
Page 9 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Monica R. Landry
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
Page 10 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Michael G. Linn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 11 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Rajiv A. Patel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 12 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Thomas G. Roberts, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
Page 13 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Andrew J. M. Spokes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
Page 14 of 22

13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
John R. Warren
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 15 of 22
13G
CUSIP No.   86933G105
 

1
NAMES OF REPORTING PERSONS
 
Mark C. Wehrly
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ] **
**   The reporting persons making this filing hold an aggregate of 2,324,236   Shares , which is 7.6 % of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,324,236
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,324,236
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,324,236
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                          
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6 %
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 16 of 22
Item 1 .       Issuer

(a)   Name of Issuer :

Sutherland Asset Management Corporation (the " Company ")

(b)   Address of Issuer's Principal Executive Offices :

1140 Avenue of Americas
7th Floor
New York, NY 10036
United States

Item 2 .         Identity and Background

Title of Class of Securities and CUSIP Number (Items 2(d) and (e) )

This statement relates to shares   of Common Stock,   par value $0 .0001   per share (the " Shares "), of   the Company.  The CUSIP number of the Shares is 86933G105 .

Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons."

The Farallon Funds

(i)
Farallon Capital Partners, L.P., a California limited partnership (" FCP "), with respect to the Shares held by it; and

(ii)
Farallon Capital AA Investors, L.P., a Delaware limited partnership (" FCAAI "), with respect to the Shares held by it.

FCP and FCAAI are together referred to herein as the "Farallon Funds."

The Farallon General Partner

(iii)
Farallon Partners, L.L.C., a Delaware limited liability company (the " Farallon General Partner "), which is the general partner of each of FCP and FCAAI and the sole member of the FCAAI General Partner (as defined below), with respect to the Shares   held by each of the Farallon Funds.

The FCAAI General Partner

(iv)
Farallon AA GP, L.L.C., a Delaware limited liability company (the " FCAAI General Partner "), which is the general partner of FCAAI, with respect to the Shares held by FCAAI.

Page 17 of 22


The Farallon Individual Reporting Persons

(v)
The following persons, each of whom is a managing member of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCAAI General Partner, with respect to the Shares held by the Farallon Funds:  Michael B. Fisch (" Fisch "), Richard B. Fried (" Fried "), Daniel J. Hirsch (" Hirsch "), David T. Kim (" Kim "), Monica R. Landry (" Landry "), Michael G. Linn (" Linn "), Rajiv A. Patel (" Patel "), Thomas G. Roberts, Jr. (" Roberts ") ,   Andrew J. M. Spokes (" Spokes "), John R. Warren (" Warren ") and Mark C. Wehrly (" Wehrly ").

Fisch, Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly are together referred to herein as the " Farallon Individual Reporting Persons ."

The citizenship of each of the Farallon Funds, the Farallon General Partner and the FCAAI General Partner   is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.  The address of the principal business office of each of the Reporting Persons   is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

Item 3 . If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),         Check Whether the Person Filing Is an Entity Specified in (a) - (k) :

Not applicable.

Item 4 .         Ownership

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds.   The Farallon General Partner, as general partner of FCP and the sole member of the FCAAI General Partner,   may be deemed to be a beneficial owner of all such Shares   owned by the Farallon Funds.  The FCAAI General Partner, as general partner of FCAAI, may be deemed to be a beneficial owner of all such Shares owned by FCAAI. The Farallon Individual Reporting Persons, as managing members of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCAAI General Partner, with the power to exercise investment discretion, may each be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  Each of the Farallon General Partner, the FCAAI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares .


Item 5 .         Ownership of Five Percent or Less of a Class

Not applicable.

Item 6 .         Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Page 18 of 22
Item 7 . Identification and Classification of the Subsidiary Which Acquired the Security Being   Reported on by the Parent Holding Company or Control Person

 Not applicable.

 
Item 8 . Identification and Classification of Members of the Group

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9 .   Notice of Dissolution of Group

Not applicable.

Item 10 . Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 19 of 22
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  November 14, 2016

/s/ Michael B. Fisch
FARALLON PARTNERS, L.L.C.,
On its own behalf   and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
By Michael B. Fisch, Managing Member

/s/ Michael B. Fisch
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Michael B. Fisch, Manager

/s/ Michael B. Fisch
Michael B. Fisch, individually and as attorney-in-fact for each of Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

The Powers of Attorney executed by each of Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference.
Page 20 of 22

EXHIBIT INDEX


EXHIBIT 1
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
 

Page 21 of 22
EXHIBIT 1
to
SCHEDULE 13G

JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  November 14, 2016

/s/ Michael B. Fisch
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
By Michael B. Fisch, Managing Member

/s/ Michael B. Fisch
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Michael B. Fisch, Manager

/s/ Michael B. Fisch
Michael B. Fisch, individually and as attorney-in-fact for each Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

Page 22 of 22
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