(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(3)	Filing Party:

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1.	To reelect the following two members of the Board of Directors: Alan Fishman and Jonathan Bilzin; and

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2016.

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•	The Notice of 2016 Annual Meeting of Stockholders;

•	This Proxy Statement for the 2016 Annual Meeting; and

•	The Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 4, 2016 (the “Annual Report”).

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1.	Reelection to the Board of the two nominees named in this Proxy Statement (“Proposal One”); and

2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 (“Proposal Two”).

•	“FOR” Proposal One, the reelection to the Board of each of the two nominees named in this Proxy Statement;

•	“FOR” Proposal Two, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.

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•	View the Company’s proxy materials for the Annual Meeting; and

•	Instruct the Company to send future proxy materials to you by email.

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•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice.

•	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•	At the Virtual Annual Meeting. You may also vote at the Annual Meeting. For more information, see “What do I need to attend the Annual Meeting?”

•	Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.

•	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

•	At the Virtual Annual Meeting. You may also vote at the Annual Meeting if you obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

•	We encourage you to access the Annual Meeting online prior to its start time.

•	The webcast will start at 10:00 a.m., Eastern Time.

•	You will need your 16-Digit Control Number to enter the Annual Meeting.

•	A webcast replay of the Annual Meeting will be available at www.virtualshareholdermeeting.com/LADR2016 until 11:59 p.m., Eastern Time, on June 7, 2017.

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•	Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•	Sign and return a proxy card without giving specific voting instructions,

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•	As necessary to meet applicable legal requirements;

•	To allow for the tabulation and certification of votes; and

•	To facilitate a successful proxy solicitation.

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•	our Class I directors are Messrs. Park and Durst;

•	our Class II directors are Messrs. Fishman and Bilzin; and

•	our Class III directors are Messrs. Harris and Alexander.

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•	the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual;

•	the business or other relevant experience, skills and knowledge that the individual may have that will enable him/her to provide effective oversight of the Company’s business;

•	the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and

•	the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his/her occupation and the number of boards of directors of other public companies on which he or she serves.

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•	each beneficial owner of more than 5% of any class of our outstanding shares;

•	each of our named executive officers;

•	each of our directors; and

•	all of our executive officers and directors as a group.

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(1)

The number of shares of our Class A common stock and percentage of beneficial ownership assumes that all the vested and unvested limited partnership units of Series REIT of Ladder Capital Finance Holdings LLLP (“Series REIT Units”) and limited partnership units of Series TRS of Ladder Capital Finance Holdings LLLP (“Series TRS LP Units”) (or, in lieu of Series TRS LP Units, limited liability company interests of LC TRS I LLC (“TRS I Shares”)) outstanding, except those held by Ladder, together with all outstanding Class B common stock, are exchanged into shares of our Class A common stock. We refer to each Series REIT Unit, when paired together with one Series TRS LP Unit (or one TRS I Share in lieu of such Series TRS LP Unit) as an “LP Unit.”

(2)	The number of shares of our Class A common stock and percentage of beneficial ownership assumes that any outstanding options held by such selling stockholder are fully vested and exercised, whether or not they would be deemed to have beneficial ownership of such shares as of the date hereof.

(3)	There were 64,237,833 shares of our Class A common stock outstanding, including 1,046,581 treasury shares, and 46,445,729 shares of our Class B common stock outstanding as of April 11, 2016.

(4)	Unless otherwise indicated, the address of the beneficial holder is c/o Ladder Capital, 345 Park Avenue, 8th Floor, New York, NY 10154.

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(5)

Includes (i) 15,406,081 shares of Class B common stock held by GI Ladder Holdco LLC, (ii) 2,800,753 shares of Class A common stock held by GI Partners Fund III-B L.P. and (iii) 402,218 shares of Class A common stock held by GI Partners Fund III-A L.P. (collectively, the “GI Funds”), which are affiliates of GI Partners. The natural person having voting or dispositive control over the shares of Class B common stock held by GI Ladder Holdco LLC and the Class A common stock held by GI Partners Fund III-A L.P. and GI Partners Fund III-B L.P. is Howard Park (one of our directors), a managing director of GI Partners. GI Partners may be deemed to be the beneficial owner of the Class A common stock and Class B common stock beneficially owned by the GI Funds, but disclaims such beneficial ownership pursuant to rules under the Exchange Act. Mr. Park may be deemed to be the beneficial owner of the securities beneficially owned by the GI Funds, but disclaims such beneficial ownership (except as to any pecuniary interest therein) pursuant to rules under the Exchange Act. The address of the GI Funds is c/o GI Partners, 188 The Embarcadero, Suite 700, San Francisco, CA 94105, Attn: David Smolen.

(6)

Includes (i) 6,615,490 shares of Class A common stock held by TowerBrook Investors II AIV, L.P. and (ii) 10,953,166 shares of Class B common stock held by TI II Ladder Holdings, LLC, which is owned by TowerBrook Investors II, L.P., TowerBrook Investors II Executive Fund, L.P. TowerBrook Investors II AIV, L.P., TowerBrook Investors II, L.P. and TowerBrook Investors II Executive Fund, L.P. (collectively, the “TowerBrook Funds”) are advised by TowerBrook. The natural persons who have voting or dispositive power over the Class A common stock and Class B common stock beneficially owned by TI II Ladder Holdings, LLC and the TowerBrook Funds are Neal Moszkowski and Ramez Sousou. TowerBrook may be deemed to be the beneficial owner of Class A common stock and Class B common stock beneficially owned by TI II Ladder Holdings, LLC and the TowerBrook Funds, but disclaims such beneficial ownership pursuant to rules under the Exchange Act. Jonathan Bilzin is a managing director of TowerBrook and may be deemed to be the beneficial owner of Class A common stock and Class B common stock beneficially owned by the TI II Ladder Holdings, LLC and the TowerBrook Funds, but disclaims such beneficial ownership (except as to any pecuniary interest therein) pursuant to rules under the Exchange Act. The address of TI II Ladder Holdings, LLC and the TowerBrook Funds is c/o TowerBrook Capital Partners L.P., 65 East 55th Street, 27th Floor, New York, New York 10022, Attn: Glenn F. Miller.

(7)

Includes (i) 6,427,850 shares of Class A common stock held by GP09 PX (LAPP) Ladder Capital Ltd., (ii) 1,405,328 shares of Class A common stock held by GP09 PX Ladder Capital Ltd. and (iii) 4,387,069 shares of Class A common stock held by GP09 GV Ladder Capital Ltd. (collectively, the “AIMCo Funds”), which are each directly or indirectly owned by entities advised by Alberta Investment Management Corporation, which may be deemed to have voting and investment power with respect to shares held by the AIMCo Funds. The address for each of the AIMCo Funds is 1100 - 10830 Jasper Avenue, Edmonton, Alberta Canada, T5J 2B3, Attn: James Ridout and Caroline Kowall.

(8)	Comprises 6,040,464 shares of Class A common stock held by OCP LCF Holdings Inc., a wholly owned subsidiary of OMERS Administration Corporation. The address for OCP LCF Holdings Inc. is c/o OMERS Private Equity Inc., 200 Bay Street, Suite 2010, Toronto, Ontario, M5J 2J2, Canada, Attn: General Counsel.

(9)	Includes 71,687 shares of Class A common stock and 1,073,833 shares of Class B common stock held by Alan Fishman.

(10)

Includes 756,814 shares of Class A common stock and 105,687 shares of Class A common stock that can be acquired upon the exercise of options held by Brian Harris, 384,465 shares of Class A common stock held by Betsy A. Harris, and 4,675,220 shares of Class B common stock held by Betsy A. Harris 2012 Family Trust. Mr. Harris is a trustee of Betsy A. Harris 2012 Family Trust. The number of Class A common stock excludes 340,852 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 11, 2017.

(11)	Includes 67,017 shares of Class A common stock held by Mark Alexander.

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(12)	Comprises 3,449,976 shares of Class B common stock held by Seymour Holding Corporation and 12,172 shares of Class A common stock held by Douglas Durst. The natural persons having voting or dispositive control over the shares of Class B common stock beneficially owned by Seymour Holding Corporation include Douglas Durst, a member of our Board.

(13)

Includes 650,869 shares of Class A common stock (including 53,065 shares of Class A common stock that can be acquired upon the exercise of options) and 463,679 shares of Class B common stock held by Michael Mazzei. The number of Class A common stock excludes 172,245 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2017, February 18, 2018 and February 11, 2019.

(14)

Includes 341,417 shares of Class A common stock (including 28,301 shares of Class A common stock that can be acquired upon the exercise of options) and 319,597 shares of Class B common stock held by Pamela McCormack. The number of Class A common stock excludes 91,726 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2017, February 18, 2018 and February 18, 2019.

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•	the timing of any subsequent exchanges of Series TRS LP Units—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of LCFH at the time of each exchange;

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•	the price of shares of our Class A common stock at or around the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of LCFH is affected by the price of shares of our Class A common stock at the time of the exchange;

•	the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available;

•	the amount and timing of our income—TRS I generally will be required to pay 85% of the deemed benefits as and when deemed realized; and

•	the allocation of basis increases among the assets of LCFH and certain tax elections affecting depreciation.

•

We will record an increase in deferred tax assets for the estimated income tax effects of the increase in the tax basis of the assets owned by Ladder based on enacted federal, state and local income tax rates at the date of the transaction. To the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis of expected future earnings, we will reduce the deferred tax asset with a valuation allowance;

•	We will record an increase in liabilities for 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased interests as noted above and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement; and

•

We will record an increase to additional paid-in capital in an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to the existing owners of LCFH under the Tax Receivable Agreement. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement have been estimated. All of the effects of changes in any of our estimates after the date of the purchase will be included in our net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

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•	Brian Harris, Chief Executive Officer;

•	Michael Mazzei, President; and

•	Pamela McCormack, Chief Strategy Officer and General Counsel (promoted to Chief Operating Officer in March 2016).

•	to reward our Named Executive Officers for sustained financial and operating performance and leadership excellence;

•	to align the interests of our Named Executive Officers with those of our stockholders; and

•	to encourage our Named Executive Officers to remain with us for the long-term.

•	Our Core EPS was $1.85 per share, as compared to $1.36 per share in 2014.

•	Our Core Earnings for 2015 was $191 million, as compared to $219 million in 2014.

•	Our return on equity (“ROE”) for the twelve months ended 12/31/15 was 12.1%, which represented performance above the 90th percentile of the commercial finance REITs listed below.

•	Consideration of management’s continued emphasis to generate attractive risk-adjusted ROE from primarily senior secured, moderately leveraged assets with a target debt-to-equity ratio of 2x - 3x. During 2015, our debt-to-equity ratio ranged between 2.7x and 2.9x at the end of each quarter.

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•	Colony Capital, Inc.

•	HFF, Inc.

•	iStar Financial

•	Kennedy-Wilson Holdings, Inc.

•	MFA Financial, Inc.

•	Nationstar Mortgage Holdings Inc.

•	NorthStar Asset Management Group, Inc.

•	PennyMac Financial Services, Inc.

•	Redwood Trust, Inc.

•	W.P. Carey & Co. LLC

•	Walker & Dunlop Inc.

•	Apollo Commercial Real Estate Finance, Inc.

•	Arbor Realty Trust Inc.

•	Ares Commercial Real Estate Corp.

•	Blackstone Mortgage Trust, Inc.

•	Colony Capital, Inc.

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•	iStar Financial

•	Newcastle Investment Corporation

•	RAIT Financial Trust

•	Redwood Trust, Inc.

•	Resource Capital Corp.

•	Starwood Property Trust, Inc.

•	health, dental and vision insurance;

•	vacation and sick days;

•	life insurance;

•	short-term and long-term disability insurance; and

•	401(k) plan.

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(1)

For 2014, the information set forth in the Summary Compensation Table with regard to the Named Executive Officers for compensation provided during the period prior to the closing of our IPO on February 11, 2014 is based on agreements and arrangements that were effective prior to the closing of our IPO and for compensation provided during the period on or after the closing of our IPO is based on agreements and arrangements that became effective on or after the closing of our IPO.

(2)

The values provided in this column include, for 2014, both IPO Restricted Stock Awards and Annual Restricted Stock Awards. The IPO Restricted Stock Awards were one-time awards granted in part to adjust for the change in compensation and ownership structure of the Company from the preferred and common equity format existing prior to our IPO into the format of all common equity, subject to certain vesting conditions, following our IPO. The following table provides a breakdown of the grant date fair values, with respect to the IPO Restricted Stock Awards granted to our Named Executive Officers on February 18, 2014 and the Annual Restricted Stock Awards and Annual Option Awards granted to our Named Executive Officers on February 18, 2015 as a result of our achievement of a certain return on equity threshold in 2014, as specified in the Bonus Guidelines (both of which are disclosed in the Summary Compensation Table for 2014 as being awarded in, or awarded in respect of service during, 2014):

(3)

The actual grant date fair values of the 2014 Annual Option Awards granted to our Named Executive Officers, were computed in accordance with FASB ASC Topic 718 using the Black Scholes model based on the following assumptions: (1) risk-free rate of 1.79%, (2) dividend yield of 5.3%, (3) expected life of six years and (4) volatility of 24.0%. The actual grant date fair values of the 2015 Annual Option Awards granted to our

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(4)	The values provided in this column reflect the annual cash bonuses paid to our Named Executive Officers pursuant to their respective employment agreements and the actual achievement of the performance goals set forth in the Bonus Guidelines. Annual cash bonuses are generally paid by February 28 of the calendar year following the calendar year to which such annual cash bonus relates.

(5)	For 2014 and 2015, the values provided in this column include group term life insurance coverage and long-term disability coverage that were imputed income to each of our Named Executive Officers as follows:

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(1)	All share-based awards were granted pursuant to the 2014 Omnibus Incentive Plan. In connection with 2015 performance, the Named Executive Officers were also granted Annual Restricted Stock Awards and Annual Option Awards, which were granted on February 18, 2016. Such shares are not included in this table.

(2)

In connection with 2014 performance, the Named Executive Officers were granted Annual Option Awards on February 18, 2015, which vest in three equal installments on February 18 of each of 2016, 2017 and 2018, subject to continued employment on such applicable vesting dates and the Harris Retirement Eligibility Date (as defined in the section captioned “—Grants Made Pursuant to the 2014 Omnibus Incentive Plan—Annual Incentive Equity Awards With Respect to 2015”).

(3)	This value represents the product of the closing market price of the Company’s Class A common stock on December 31, 2015 of $12.42 per share and the number of unvested Restricted Stock Awards granted to each Named Executive Officer, assuming the threshold performance goals are achieved for those shares subject to performance-based criteria.

(4)

These are Annual Restricted Stock Awards granted in 2015 based on 2014 performance. The description of the vesting provisions with respect to the Annual Restricted Stock Awards and Annual Option Awards for 2015 in the section captioned “—Grants Made Pursuant to the 2014 Omnibus Incentive Plan—Annual Incentive Awards Granted With Respect to 2015 ” applies to the 2014 Annual Restricted Stock and Options Awards as well.

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(5)

Certain of our IPO Award Grantees forfeited their IPO Restricted Stock Awards during the 2014 fiscal year. On February 3, 2015, we granted restricted shares of our Class A common stock, pursuant to the 2014 Omnibus Incentive Plan in respect of the shares available from such forfeited IPO Restricted Stock Awards (the “Allocation Restricted Stock Awards”), to our Named Executive Officers and certain members of management. The vesting terms and vesting schedule of the Allocation Restricted Stock Awards for Mr. Harris are identical to the vesting terms and vesting schedule of Mr. Harris’ IPO Restricted Stock Awards, and the vesting terms and vesting schedule of the Allocation Restricted Stock Awards for the other grantees of the Allocation Restricted Stock Awards are identical to the vesting terms and vesting schedule for IPO Award Grantees who have not entered employment agreements with us (see footnote 6 below for a description of such vesting terms).

(6)

These numbers represent the number of unvested IPO Restricted Stock Awards as of December 31, 2015. Fifty percent of each IPO Restricted Stock Award is subject to time-based vesting criteria, and the remaining fifty percent of each IPO Restricted Stock Award is subject to specified performance-based vesting criteria. The time-vesting portion of the IPO Restricted Stock Award granted to Mr. Harris vests in three equal installments on February 18 of each of 2015, 2016 and 2017, subject to his continued employment on such applicable vesting dates and the Harris Retirement Eligibility Date (as defined in the section captioned “—Grants Made Pursuant to the 2014 Omnibus Incentive Plan—Annual Incentive Equity Awards With Respect to 2015”). Twenty-five percent of the time-vesting portion of the IPO Restricted Stock Awards granted to Mr. Mazzei and Ms. McCormack vested on August 18, 2015 and the remaining seventy-five percent will vest on February 18, 2017, subject to continued employment on such applicable vesting dates. The performance-vesting portion of each IPO Restricted Stock Award for each of Mr. Harris, Mr. Mazzei and Ms. McCormack vests in three equal installments on December 31 of each of 2014, 2015 and 2016 if we achieve the applicable performance targets, the achievement of which is generally determined by our Compensation Committee and the Board in February following the applicable performance year. The Compensation Committee determined that the applicable performance targets were met for 2014 and 2015; and consequently certain installments of the performance-vesting portion of each IPO Restricted Stock Award and 2014 Annual Restricted Stock Award have become vested.

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(1)

The values in this row represent the cash severance payable to Mr. Harris, Ms. Mazzei and Ms. McCormack pursuant to their employment agreements upon a termination without cause by us or a termination for good reason by the Named Executive Officers, assuming a termination date of December 31, 2015, subject to an execution of a release of claims in favor of the Company. If such termination occurs after the Named Executive Officer having received a cash bonus for calendar year 2014 and prior to such Named Executive Officer having received his or her cash bonus for calendar year 2015, the reference to severance is equal to a severance multiple times the sum of the Named Executive Officer’s base plus the greater of (X) the Named Executive Officer’s cash bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) the Named Executive Officer’s target cash bonus for calendar year 2015. To receive his cash severance, Mr. Mazzei must also comply with the confidentiality, inventions assignment, one-year post-termination non-competition and eighteen- month post-termination non-solicitation provisions set forth in his employment agreement. The cash severance provided with respect to Ms. McCormack assumes that she would receive $1,000,000 of cash severance in connection with a qualifying termination and she would receive an additional $150,000, upon the Company’s election to extend her non-competition restriction for an additional ninety days following her qualifying termination. For a description of the employment agreements generally, see the section captioned “—Employment Agreements.”

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(2)

The values in this row represent the value of stock-based awards that would be accelerated upon the specified events in the column headings, based on the closing market price of Class A common stock on December 31, 2015 of $12.42 per share. Upon a termination without cause or resignation for good reason on December 31, 2015, Mr. Harris would have fully vested in the time-vesting portion of his IPO Restricted Stock Award, which represents 50% of the IPO Restricted Stock Award, and Mr. Harris, Ms. Mazzei and Ms. McCormack would have fully vested in the time-vesting portion of any Annual Restricted Stock Award. Performance-based shares remain outstanding eligible to vest upon the necessary return hurdles being met by the Company. Upon a termination due to death or disability on December 31, 2015, each of our Named Executive Officers would have fully vested in the time-vesting portion of his or her IPO Restricted Stock Award and any Annual Restricted Stock Award, which represents 50% of such awards. Performance-based shares remain outstanding eligible to vest upon the necessary return hurdles being met by the Company. If, upon a change in control (or after the signing of definitive documentation related to the change in control but prior to its closing, the Named Executive Officer’s employment is terminated without cause or due to death or disability or the Named Executive Officer resigns for good reason), each of our Named Executive Officers would have fully vested in his or her IPO Restricted Stock Awards and Annual Restricted Stock Awards. Annual Option Awards vest in the same manner as the time-vesting portion of any Annual Restricted Stock Award; however the options granted were “out of the money” as of December 31, 2015 and therefore were designated a zero value.

(3)

The values in this row represent the value of reimbursements for continued health benefits to which Mr. Harris, Ms. Mazzei and Ms. McCormack would be entitled pursuant to their employment agreements upon a termination without cause by us or a termination for good reason by the Named Executive Officers, assuming a termination date of December 31, 2015: $76,045, which represents reimbursements for continued health care for up to two years immediately following Mr. Harris’ termination, $67,879, which represents reimbursements for continued health care for up to eighteen months immediately following Mr. Mazzei’s termination and $19,036, which represents reimbursements for continued health care for up to six months, assuming that LCF elects to extend the post-termination non-competition period applicable to Ms. McCormack, each of the foregoing, as allowed by law.

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(1)	Proposal One requests the reelection of Mr. Fishman and Mr. Bilzin to the Board.

(2)	Proposal Two requests the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.

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(1)

Audit fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and internal control over financial reporting included in the Company’s Annual Reports on Form 10-K, quarterly review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings.

(2)	Audit-related fees comprise fees for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements.

(3)

Per the table below, tax fees relate to professional services rendered in connection with tax audits, international tax compliance, and international tax consulting and planning services. Below is a breakout of the tax compliance services and consulting and advisory services provided by PwC during 2015 and 2014. Tax compliance services include the preparation of original and amended tax returns, refund claims, audit support, and tax payment planning. Consulting and advisory services include tax advice, planning, and consulting services and were primarily related to the evaluation and execution of certain nonrecurring events, including the Company’s restructuring prior to its IPO to become an “Up-C Corp” and its election to be taxed as a REIT effective January 1, 2015. The evaluation, planning, and implementation of these tax-sensitive corporate strategies, and the development of an infrastructure to facilitate ongoing compliance with rules applicable to REITs, required substantial expertise.

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