|
Arbor
Realty Trust, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
038923108
|
|
(CUSIP
Number)
|
|
December
31, 2007
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
|
CUSIP
No. 038923108
|
13G
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Page
2
of 8
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS
Ivan
Kaufman
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
4,947,320
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
4,947,320
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,947,320
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
20.4%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
|
IN
|
||
|
CUSIP
No. 038923108
|
13G
|
Page 3
of 8
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS
Arbor
Commercial Mortgage, LLC
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
0
|
|
|
6.
|
SHARED
VOTING POWER
|
4,823,969
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
|
4,823,969
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,823,969
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
19.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
|
OO
|
||
|
Item
1(a).
|
Name
of Issuer:
|
||
|
Arbor
Realty Trust, Inc. ("ART")
|
|||
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
||
|
333
Earle Ovington Boulevard,
|
|||
|
Suite
900
|
|||
|
Uniondale,
NY 11553
|
|||
|
Item
2(a).
|
Names
of Persons Filing:
|
||
|
Ivan
Kaufman; Arbor Commercial Mortgage, LLC
|
|||
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
||
|
333
Earle Ovington Boulevard,
Suite
900
Uniondale,
NY 11553
|
|||
|
Item
2(c).
|
Citizenship:
|
||
|
Ivan
Kaufman: United States of America;
|
|||
|
Arbor
Commercial Mortgage, LLC: New York
|
|||
|
Item
2(d).
|
Title
of Class of Securities:
|
||
|
Common
Stock, par value $0.01 per share
|
|||
|
Item
2(e).
|
CUSIP
Number:
|
||
|
038923108
|
|||
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
||
|
(a)
|
£
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
|
(b)
|
£
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
|
(c)
|
£
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
|
(d)
|
£
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
|
(e)
|
£
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
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(f)
|
£
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
£
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
£
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
£
|
A
church plan that is excluded from the definition of an investment company
under section 3I(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
|
(j)
|
£
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
Item
4
|
Ownership.
|
||
|
(a)
|
Amount
Beneficially Owned:
|
||
|
Mr.
Kaufman beneficially owns the following shares of common
stock:
|
|||
|
(i)
114,334 shares of common stock held directly by Mr.
Kaufman;
|
|||
|
(ii)
5,000 shares of common stock held directly by Lisa Kaufman, Mr. Kaufman's
spouse;
|
|||
|
(iii)
2,400 shares of common stock held directly by Maurice Kaufman, Mr.
Kaufman's son;
|
|||
|
(iv)
1,617 shares of common stock held directly by Adam Kaufman, Mr. Kaufman's
son
|
|||
|
(v)
1,047,900 shares of common stock held directly by Arbor Commercial
Mortgage, LLC ("ACM")*; and
|
|||
|
(vi)
3,776,069 shares of common stock which ART may, in its sole discretion,
elect to issue to ACM if ACM elects to redeem the equivalent number of
units of limited partnership interest in Arbor Realty Limited Partnership
("ARLP"), the operating partnership of ART, that are currently held by
ACM.**
|
|||
|
*
As of December 31, 2007, Mr. Kaufman owned approximately 50.8% of ACM
directly. Mr. Kaufman and Lisa Kaufman, his spouse, jointly owned 100% of
Arbor Management, LLC, the sole manager of ACM, which owned approximately
0.6% of ACM as of such date. The Ivan and Lisa Kaufman Family Trust and
The Ivan Kaufman Grantor Retained Trust (of which Mr. Kaufman is also a
co-trustee), both of which benefit the dependent children of Mr. Kaufman,
owned approximately 34.8% and 3.9% of ACM, respectively, as of such
date. Due to his direct and indirect ownership of 90.1% of ACM,
Mr. Kaufman beneficially owns the shares of common stock of ART that are
held directly by ACM.
|
|||
|
**
Pursuant to ARLP's partnership agreement, ACM may elect to redeem its
3,776,069 units of limited partnership interest in ARLP (the "OP Units")
for a certain amount of cash. However, ART may elect to issue
the equivalent number of shares of its common stock to ACM in lieu of
having ARLP pay the cash redemption amount to ACM. ACM also
currently holds 3,776,069 shares of ART's Special Voting Preferred Stock
(the "SVP Stock") in respect of its 3,776,069 OP Units. Each
share of SVP Stock is entitled to one vote per share on all matters
submitted to a vote of ART's holders of capital stock. However,
if ACM's OP Units are redeemed, each corresponding share of SVP Stock
would be simultaneously redeemed and cancelled by ART.
|
||
|
(b)
|
Percent
of Class:
|
|
|
Assuming
that, as of December 31, 2007, ACM exercised its right to redeem the
3,776,069 OP Units currently held by it, and ART elected to issue
3,776,069 of shares of ART's common stock to ACM in lieu of having ARLP
pay the cash redemption amount, then Ivan Kaufman and ACM would own 20.4%
and 19.9%, respectively, of the outstanding shares of ART's common
stock.
|
||
|
(c)
|
Assuming
that, as of December 31, 2007, ACM exercised its right to redeem the
3,776,069 OP Units currently held by it, and ART elected to issue
3,776,069 of shares of ART's common stock to ACM in lieu of having ARLP
pay the cash redemption amount, then Ivan Kaufman would have the sole
power to vote or to direct the vote of 4,947,320 shares of common stock
and would have the sole power to dispose or to direct the disposition of
4,947,320 shares of common stock. As of such date, Ivan Kaufman would have
no shared power to vote or direct the vote or to dispose or to direct the
disposition of any shares of common stock.
|
|
|
Assuming
that, as of December 31, 2007, ACM exercised its right to redeem the
3,776,069 OP Units currently held by it, and ART elected to issue
3,776,069 of shares of ART's common stock to ACM in lieu of having ARLP
pay the cash redemption amount, then ACM would have the shared power
to vote or to direct the vote of 4,823,969 shares of common stock and
would have the shared power to dispose or to direct the disposition of
4,823,969 shares of common stock. As of such date, ACM would have no sole
power to vote or direct the vote or to dispose or to direct the
disposition of any shares of common stock.
|
||
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
N/A
|
||
|
Item
6
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
N/A
|
||
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
|
|
|
N/A
|
||
|
Item
8
|
Identification
and Classification of Members of the Group.
|
|
|
N/A
|
||
|
Item
9
|
Notice
of Dissolution of Group.
|
|
|
N/A
|
||
|
Item
10.
|
Certifications.
|
|
|
N/A
|
||
| /s/ Ivan Kaufman | |||
|
Ivan
Kaufman
|
|||
|
ARBOR
COMMERCIAL MORTGAGE, LLC
|
||||
|
By:
|
/s/ Ivan Kaufman | |||
| Name: |
Ivan
Kaufman
|
|
||
| Title: |
Chief
Executive Officer and
President
|
|||