(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:

---

---

1.	To reelect the following two members of the Board of Directors: Brian Harris and Mark Alexander; and

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2017.

---

---

•	The Notice of 2017 Annual Meeting of Stockholders;

•	This Proxy Statement for the 2017 Annual Meeting; and

•	The Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 24, 2017 (the “Annual Report”).

---

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 2017 (“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 2017.

---

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

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

---

•	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/LADR2017 until 11:59 p.m., Eastern Time, on June 6, 2018.

---

•	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,

---

•	As necessary to meet applicable legal requirements;

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

•	To facilitate a successful proxy solicitation.

---

---

---

---

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

•	our Class II directors are Messrs. Fishman and O’Toole; and

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

---

---

•	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.

---

---

---

---

•	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.

(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 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 79,086,784 shares of our Class A common stock outstanding and 31,644,537 shares of our Class B common stock outstanding as of April 10, 2017.

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

(5)

Includes (i) 9,811,259 shares of Class B common stock held by GI Ladder Holdco LLC, (ii) 1,775,894 shares of Class A common stock held by GI Partners Fund III-B L.P. and (iii) 255,037 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) 3,887,602 shares of Class A common stock held by TowerBrook Investors II AIV, L.P. and (ii) 6,464,720 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. 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) 3,802,112 shares of Class A common stock held by GP09 PX (LAPP) Ladder Capital Ltd., (ii) 831,260 shares of Class A common stock held by GP09 PX Ladder Capital Ltd. and (iii) 2,594,978 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)

Includes 5,886,681 shares of Class A common stock held by RREF II Ladder LLC (“RREF Ladder”). All the membership interests of RREF Ladder are held by RREFII Acquisitions, LLC (“RREFII Acquisitions”). Related Real Estate Fund II, L.P. (“Related Fund”), a private investment fund for which Related Fund Management, LLC (“Related Management”) acts as investment adviser, holds all membership interests of RREFII Acquisitions. Related Management holds all membership interests of Related Real Estate Fund II GP-A, LLC, which, in turn, is the general partner of Related Real Estate Fund II GP, L.P. (“Related GP”). Related GP is the general partner of Related Fund. The Related Companies, L.P. (“Related Companies”) is the managing member of Related Management. Related Companies' general partner is The Related Realty Group, Inc., owned by Stephen M. Ross. Each of Related Companies, The Related Realty Group, Inc. Stephen M. Ross and Richard O’Toole disclaims beneficial ownership of the shares held by RREF Ladder or

---

(9)

Based on information as of December 31, 2016 set forth in Schedule 13G/A filed with the SEC on February 9, 2017 by The Vanguard Group, which has sole voting power with respect to 50,201 shares of Class A common stock, shared voting power with respect to 2,500 shares of Class A common stock, sole dispositive power with respect to 4,781,754 shares of Class A common stock and shared dispositive power with respect to 50,348 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd, Malvern, PA, 19355.

(10)	Based on information as of December 31, 2016 set forth in Schedule 13G/A filed with the SEC on January 30, 2017 by BlackRock, Inc., which has sole voting power with respect to 4,194,833 shares of Class A common stock and sole dispositive power with respect to 4,274,125 shares of Class A common stock. The address for BlackRock, Inc. is 55 East 52nd St, New York, NY 10055.

(11)	Includes 78,136 shares of Class A common stock and 1,086,049 shares of Class B common stock held by Alan Fishman.

(12)	Includes 534,558 shares of Class A common stock and 449,084 shares of Class A common stock that can be acquired upon the exercise of options held by Brian Harris, and 397,039 shares of Class A common stock and 4,728,405 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.

(13)	Includes 72,937 shares of Class A common stock held by Mark Alexander.

(14)	Includes 3,489,223 shares of Class B common stock held by Seymour Holding Corporation and 17,984 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.

(15)	Includes 5,130 shares of Class A common stock held by Richard O’Toole.

(16)

Includes 756,456 shares of Class A common stock (including 128,602 shares of Class A common stock that can be acquired upon the exercise of options) and 468,954 shares of Class B common stock held by Michael Mazzei. The number of Class A common stock excludes 98,008 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2018 and February 11, 2019.

(17)

Includes 419,490 shares of Class A common stock (including 68,540 shares of Class A common stock that can be acquired upon the exercise of options) and 323,233 shares of Class B common stock held by Pamela McCormack. The number of Class A common stock excludes 52,178 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2018 and February 18, 2019.

---

---

---

•	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;

•	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.

---

---

---

•	Brian Harris, Chief Executive Officer;

•	Michael Mazzei, President; and

•	Pamela McCormack, Chief Operating Officer.

•	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 $1.48 per share, as compared to $1.85 per share in 2015.

•	Our Core Earnings* for 2016 was $158.2 million, as compared to $191.5 million in 2015.

•	Our After-Tax Core Return on Average Equity (“ROAE”)* for the twelve months ended December 31, 2016 was 10.7%, 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 ROAE from primarily senior secured, moderately leveraged assets with a target debt-to-equity ratio of 2x - 3x. During 2016, our debt-to-equity ratio ranged between 2.6x and 3.1x at the end of each quarter.

---

•	Colony Capital, Inc.

•	CYS Investments, Inc.

•	HFF, Inc.

•	iStar Financial

•	Kennedy-Wilson Holdings, Inc.

•	MFA Financial, Inc.

•	Nationstar Mortgage Holdings 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.

---

•	iStar Financial

•	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.

---

(1)

The values provided in this column represent the grant date fair value of restricted stock awards made to the Named Executive Officers with respect to the applicable fiscal years. For a discussion of the assumptions made in the valuation of the restricted stock awards made with respect to fiscal year 2016, see Note 14 to the notes to consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the assumptions made in determining ASC 718 grant date fair values.

(2)

The actual grant date fair values of the 2015 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 1.53%, (2) dividend yield of 10.3%, (3) expected life of six years and (4) volatility of 49.0%. For a discussion of the vesting schedule of the Annual Option Awards granted to our Named Executive Officers, please see the section captioned “—Grants Made Pursuant to the 2014 Omnibus Incentive Plan.”

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

(4)	For 2015 and 2016, 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:

---

(1)	All share-based awards were granted pursuant to the 2014 Omnibus Incentive Plan. In connection with 2016 performance, the Named Executive Officers were also granted Annual Restricted Stock Awards, which were granted on February 18, 2017 (discussed below). Such shares were not outstanding on December 31, 2016 and therefore are not included in this table.

(2)

In connection with 2015 performance, the Named Executive Officers were granted Annual Option Awards on February 18, 2016, which vest in three equal installments on February 18 of each of 2017, 2018 and 2019, subject to continued employment on such applicable vesting dates. The options granted to Mr. Harris became fully vested in early 2017 in accordance with the terms of the Harris Employment Agreement discussed below.

---

(3)

The 2014 Omnibus Incentive Plan provides for the equitable adjustment of outstanding awards upon the occurrence of certain events, including an extraordinary dividend, in order to preserve the intrinsic value of such awards. The Compensation Committee, which holds the authority to administer and interpret the Plan, determined it was necessary and appropriate, and in the best interests of the Company and its shareholders, to equitably adjust the outstanding stock option and restricted stock awards in respect of the fourth quarter 2015 dividend and to increase the number of shares available under the Plan to reflect the equitable adjustment of the stock options and restricted stock. The exercise price of the stock options was correspondingly equitably adjusted to reflect the additional shares. Such equitable adjustment occurred on January 21, 2016 and is reflected in the table above.

(4)	This value represents the product of the closing market price of the Company’s Class A common stock on December 30, 2016 of $13.72 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.

(5)

These are Annual Restricted Stock Awards granted in 2016 based on 2015 performance. Fifty percent of each Annual Restricted Stock Award is subject to time-based vesting criteria, and the remaining fifty percent of each Annual Restricted Stock Award is subject to performance-based criteria. The time-vesting portion of the Annual Restricted Stock Award vests in three equal installments on each of the first three anniversaries of the date of grant, subject to the applicable Annual Award Grantee’s continued employment on the applicable vesting date and subject to the applicable Executive Retirement Eligibility Date, as defined in the section captioned, “—Potential Payments upon Termination or Change in Control.” The performance-vesting portion of the Annual Restricted Stock Award vests in three equal installments on December 31 of each of the three performance years if we achieve our Performance Target (a return on equity, based on core earnings divided by the Company’s average book value of equity, equal to or greater than 8% for the year) for the applicable performance year, the achievement of which is generally determined by our Compensation Committee and the Board in February following the applicable performance year. If we miss the Performance Target during either the first or second performance year but meet the Performance Target for a subsequent performance year during the three-year performance period and our return on equity for such subsequent year and any years for which we missed our Performance Target equals or exceeds the compounded return on equity of 8%, the previously unearned performance-vesting restricted stock will vest on the last day of such subsequent year, subject to continued employment on the last day of each applicable performance year. If the term “core earnings” is no longer used in the Company’s SEC filings and approved by the Compensation Committee, then the Performance Target will be calculated using such other performance measurement defined in the Company’s SEC filings, as determined by the Compensation Committee. The Annual Option Awards for 2015 vest in equal amounts on each February 18 of 2017, 2018 and 2019 and include dividend equivalent rights.

(6)

These are Annual Restricted Stock Awards granted in 2015 based on 2014 performance. The description of the vesting provisions with respect to the 2015 Annual Restricted Stock Awards and Annual Option Awards referenced above applies to the 2014 Annual Restricted Stock Awards and Annual Option Awards and as well, with vesting of the 2014 Annual Restricted Stock Awards and Annual Option Awards occurring in 2016, 2017 and 2018.

(7)

Certain awards of restricted stock granted in connection with our IPO were forfeited in 2014. 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 grant to our Named Executive Officers (among others). All of these shares became fully vested in early 2017 pursuant to their terms. Such awards are referred to herein as “Allocation Restricted Stock Awards.”

(8)	Represents unvested shares of restricted stock granted in connection with our IPO as of December 31, 2016 (“IPO Restricted Stock Awards”). Fifty percent of the IPO Restricted Stock Awards were subject to three year time-vesting criteria, the remaining fifty percent were subject to performance vesting criteria. All of these shares became fully vested in early 2017 pursuant to their terms.

---

---

---

---

---

---

(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, 2016, subject to an execution of a release of claims in favor of the Company. 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.” As further described in the section captioned, “—Potential Payments upon Termination or Change in Control,” each of the Named Executive Officers is also entitled to receive a prorated portion of his or her target annual cash bonus for the year in which such termination occurs, payable at the same time that performance bonuses for such calendar year are paid to our other senior executives. In the case of Ms. McCormack, such prorated bonus, together with her cash severance, cannot exceed $1,000,000, and for such prorated bonus to be payable, her severance cannot exceed $1,000,000. A termination on December 31, 2016, would accordingly require payment of a full-year annual cash bonus to each of Mssrs. Harris and Mazzei. The actual annual cash bonus amounts paid to Mssrs. Harris and Mazzei for calendar year 2016 are detailed in the section captioned,  “—Summary Compensation Table,” under the column entitled Non-Equity Incentive Plan Compensation.

---

(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 30, 2016 of $13.72 per share. Upon a termination without cause or resignation for good reason on December 31, 2016, Mr. Harris would have fully vested in the remaining unvested time-vesting portion of his IPO Restricted Stock Award, and Mr. Harris, Ms. Mazzei and Ms. McCormack each would have fully vested in the time-vesting portion of the executive’s Annual Restricted Stock Awards. 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, 2016, each of our Named Executive Officers would have fully vested in the remaining unvested time-vesting portion of his or her IPO Restricted Stock Award and any Annual Restricted Stock Award. Upon such a termination, performance-based shares remain outstanding and eligible to vest upon the necessary return hurdles being met by the Company. The value of the performance-based awards is not included in the table. 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. The unvested 2014 Annual Option Awards, with a strike price of $16.35, were “out of the money” as of December 31, 2016 and therefore were designated a zero value in the table. The unvested 2015 Annual Option Awards, with a strike price of $11.87, were “in the money” as of December 31, 2016. The spread between the $11.87 strike price of the 2015 Annual Option Awards and the closing market price of Class A common stock on December 30, 2016, multiplied by the number of such unvested options outstanding, is included in the table.

(3)

The values in this row represent the value of reimbursements for continued health benefits and life and disability insurance 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, 2016: $71,949 represents reimbursements for continued health care for up to two years immediately following Mr. Harris’ termination; $54,044 represents reimbursements for continued health care for up to eighteen months immediately following Mr. Mazzei’s termination; and $15,418 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.

---

---

---

(1)	Proposal One requests the reelection of Brian Harris and Mark Alexander to the Board.

(2)	Proposal Two requests the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017.

---

(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, issuance of a comfort letter and consents, review of proxy disclosures, 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 2016 and 2015. 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. Certain tax functions were internalized in 2016, resulting in a reduction of overall tax fees.

---

---

---

(1)	Includes $29,036 of net income attributable to noncontrolling interest in consolidated joint ventures which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the combined consolidated statements of income for the year ended December 31, 2016.

---

(4)

We recorded an additional $3.3 million income tax expense for the year ended December 31, 2016, for a proposed tax settlement for pre-acquisition liabilities on certain corporate entities acquired in certain transactions effected immediately prior to our initial public offering. We also recorded other income of $3.3 million for the year ended December 31, 2016, relating to the expected recovery of these amounts pursuant to an indemnification. While these items are presented on a gross basis, there was no impact to either net income or core earnings. Accordingly, since pre-tax income excludes the tax effect but includes the recovery pursuant to indemnification, the recovery amount must also be excluded from Core Earnings.

(5)	One-time transactional adjustment for costs related to restructuring the Company for REIT-related operations. All costs were expensed and accrued for in the period incurred.

---

---

---