SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUEBBERS KEVIN M

(Last)

(First)

(Middle)

C/O BROADMARK REALTY CAPITAL INC.

1420 FIFTH AVENUE, SUITE 2000

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Broadmark Realty Capital Inc. [ BRMK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim President

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2023		D⁽¹⁾⁽²⁾⁽⁴⁾		202,588⁽³⁾	D	⁽¹⁾⁽²⁾⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Buy)	$11.5	05/31/2023		D⁽¹⁾⁽⁵⁾			259	12/14/2019	11/14/2024	Common Stock	259	⁽¹⁾⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Includes 79,106 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.

4. 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.

5. Pursuant to the Agreement, following the Effective Time, each Issuer warrant representing the right to purchase shares of Common Stock ("Warrants") remained outstanding and entitles the Reporting Person to receive, upon the exercise of such Warrants, the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Common Stock subject to such Warrants immediately prior to the Effective Time and (ii) the Exchange Ratio, on the same terms and conditions as were applicable to such Warrants as of immediately prior to the Effective Time.

	/s/ Kevin M. Luebbers	06/02/2023
	** 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 4 (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.
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SEC Form 4 filed by Luebbers Kevin M