Form Type: 4

SEC EDGAR Link
Accession Number:0000950138-20-000294
Date:2020-06-16
Issuer: BROADMARK REALTY CAPITAL INC. (BRMK)
Original Submission Date:

Reporting Person:

LUEBBERS KEVIN M
C/O BROADMARK REALTY CAPITAL INC.
1420 FIFTH AVENUE, SUITE 2000 SEATTLE, WA 98101

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-06-16 A 9,337 a $0.00 37,950 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents a grant of 9,337 restricted stock units ("rsus") that will vest on the earlier to occur of (1) the one year anniversary of the date of the grant and (2) the election of directors at the first annual meeting of the issuer's stockholders occurring after the date of the grant, with vesting accelerated in the event of death or disability or termination of service in connection with a change in control. each rsu represents the right to receive one share of the issuer's common stock upon vesting.
f2 mr. luebbers served as a consultant to trinity real estate investments llc ("trinity investments") from october 2019 to november 2019, pursuant to a consulting agreement. mr. luebbers's consulting agreement provides for a success fee payable by trinity investments to mr. luebbers in connection with the completion of the issuer's business combination on november 14, 2019, pursuant to which mr. luebbers will receive 137,305 shares of the issuer's common stock (the "common stock") and 259 warrants to acquire one share of common stock (the "warrants") issued by the issuer held by hn investors llc and expected to be transferred to trinity investments following the expiration of the lock-up agreement to which hn investors llc is a party.
f3 these shares of common stock and the warrants are expected to represent, in the aggregate, a less than 1% beneficial ownership interest by mr. luebbers in the issuer. instead of transferring these securities to mr. luebbers, trinity investments may, at its election, pay the success fee in cash in an amount equal to the value of these securities.

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