Jeffrey B. Pyatt - May 31, 2023 Form 4 Insider Report for Broadmark Realty Capital Inc. (BRMK)

Signature
/s/ Nevin Boparai, as attorney-in-fact for Jeffrey B. Pyatt
Stock symbol
BRMK
Transactions as of
May 31, 2023
Transactions value $
$0
Form type
4
Date filed
6/2/2023, 04:15 PM
Previous filing
Jan 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRMK Common Stock Disposed to Issuer -253K -100% 0 May 31, 2023 Direct F1, F2, F3, F4
transaction BRMK Common Stock Disposed to Issuer -2.49M -100% 0 May 31, 2023 Pyatt Lending Company, LLC F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey B. Pyatt is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of February 26, 2023 (the "Agreement"), by and among Ready Capital Corporation, a Maryland corporation ("Parent"), RCC Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, effective May 31, 2023 (the "Effective Time"), the Issuer was merged with and into Merger Sub with Merger Sub continuing as the surviving company and a subsidiary of Parent.
F2 Pursuant to the Agreement, at the Effective Time, each one share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to 0.47233 shares (the "Exchange Ratio") of Parent's common stock ("Parent Common Stock"), with fractional shares paid out in cash.
F3 Includes 120,362 restricted stock units ("RSUs") unvested immediately prior to the Effective Time. Each RSU represented a contingent right to receive one share of Common Stock upon vesting.
F4 Pursuant to the Agreement, at the Effective Time, each Issuer RSU outstanding, whether vested or unvested, was assumed by Parent and converted into an award of RSUs with respect to a number of shares of Parent Common Stock equal to the product of (i) the total number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such RSUs as of immediately prior to the Effective Time.
F5 Mr. Pyatt and his spouse are considered beneficial owners of the shares of Common Stock held by Pyatt Lending Company, LLC, as they share voting and dispositive power over such shares.