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EX-3.1 - EXHIBIT 3.1 - Benefit Street Partners Realty Trust, Inc.tv508947_ex3-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 11, 2018

 

Benefit Street Partners Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland 000-55188 46-1406086
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation)    Identification No.) 

 

9 West 57th Street, Suite 4920

New York, New York 10019

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 588-6770

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

  

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 11, 2018, Benefit Street Partners Realty Trust, Inc. (the “Company”) filed Articles Supplementary (“Articles Supplementary”) to the Company’s Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation, pursuant to which the aggregate number of classified and designated shares of the Company’s Series A convertible preferred stock, $0.01 par value (the “Preferred Stock”), was increased from 20,000 to 40,000. The Articles Supplementary became effective upon filing. A summary of the material terms of the Preferred Stock is contained in Item 1.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2018, and is incorporated herein by reference. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03. As of December 11, 2018, there were approximately 19,215 shares of Preferred Stock issued and outstanding.

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits.

 

EXHIBIT INDEX

 

Exhibit    
No.   Description
     
3.1   Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated December 11, 2018

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  BENEFIT STREET PARTNERS REALTY TRUST, INC. 
       
       
  By: /s/ Jerome S. Baglien  
  Name: Jerome S. Baglien
  Title: Chief Financial Officer and Treasurer

 

Date: December 11, 2018