TO THE COMMON STOCK OF
MORTGAGE TRUST, INC.
SECURITY AND ISSUER.
statement on the Amendment No. 2 to Schedule 13D/A (this “Statement”) relates to
the Common Stock, par value $0.01 per shares (“Common Stock”) and the Series A
Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of New York
Mortgage Trust, Inc., a Maryland corporation (the “Issuer”).
principal executive offices of the Issuer are located at 1301 Avenue of the
Americas, New York, NY 10019.
IDENTITY AND BACKGROUND.
statement is filed by JMP Group Inc. (“JMP Group” or the “Reporting
Person”). It is an amendment to the previous joint filing with JMP Asset
Management LLC (“JMP Asset”) on its own behalf and on behalf of certain
investment funds and entities over which it exercises investment
discretion (collectively, the “Funds”). JMP Group disclaims the existence
of a “group” with JMP Asset or the Funds. JMP Asset is filing its own
Amendment 1 to Schedule 13D separately from the current
Group is a Delaware corporation with principal offices at 600
Montgomery Street, Suite 1100, San Francisco, CA
Group is a public holding company. One of its indirect subsidiaries,
Asset, provides investment management services, and another of
subsidiaries, JMP Securities LLC, provides investment banking,
trading, and equity research services. Although it is, through
LLC (a wholly owned subsidiary), the sole owner of its operating
subsidiaries, JMP Group generally does not participate in or control
investment or voting decisions made those subsidiaries, including
decisions made by JMP Asset on behalf its investment management
JMP Group and its subsidiaries have instituted policies and follow
procedures to ensure the investment decisions made by each entity
separate from the investment decisions of the other entities, including
information barrier policies.
the last five years, the Reporting Person has not been convicted
the last five years, the Reporting Person has not been a party
to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been subject to a judgment,
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
violation with respect to such law.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reporting Person purchased an aggregate of 1,179,171 shares of common stock
private placement by the Issuer on February 21, 2008. It also holds and
previously reported the purchase of 250,000 shares of Preferred Stock
(immediately convertible into 1,125,000 shares of common stock) from the
and the Issuer granted the Reporting Person an option to buy an additional
250,000 shares of Preferred Stock, pursuant to a Stock Purchase Agreement
as of November 30, 2007, by and among the Issuer, JMP Group and JMP Asset
(exercising its investment discretion on behalf of the Funds). The option
exercisable immediately and expires at 5 p.m. on April 4, 2008. The source
the funds for the purchase of the Common Stock was a bank loan in the ordinary
course of business by the Reporting Person. The record ownership of the Issuer’s
securities by JMP Group is set forth in the table below.
Ownership of Preferred Stock and Common Stock
of Preferred Stock underlying Option
of Common Stock upon Conversion, excluding Option
of Common Stock upon Conversion, including Option
PURPOSE OF THE TRANSACTION.
Reporting Persons acquired the Common Stock for investment purposes in a
offering from the Issuer. The Reporting Person has no plans or proposals
relate to or would result in any of the transactions specified in clauses
through (j) of Item 4 of Schedule 13D.
addition, the matters set forth in Item 6 below are incorporated in this
by reference as if fully set forth herein.
INTEREST IN SECURITIES OF THE ISSUER.
Reporting Person beneficially owns, in the aggregate, 3,679,171 shares of
stock, which represents 17.4% of the outstanding shares of common stock of
Issuer. The ownership percentage is based on the quotient of (a) 1,179,171
shares of Common Stock and 250,000 shares of Preferred Stock beneficially
of record by the Reporting Person; the immediate convertibility of such
Preferred Stock into 1,250,000 shares of common stock of the Issuer; a currently
exercisable option granted to the Reporting Person to purchase an additional
250,000 shares of Preferred Stock which will be immediately convertible into
1,250,000 shares of common stock; divided by (b) 3,640,209 shares of common
stock issued and outstanding as of November 5, 2007, the 15,000,000 additional
shares of common stock issued pursuant to that certain private placement
shares described in the Issuer’s Form 8-K filed with the Securities and Exchange
Commission on February 19, 2008 and the 2,500,000 common stock underlying
Preferred stock and option described above.
information contained on the cover page hereto is hereby incorporated by
reference to this Item 5(b). JMP Group expressly disclaims beneficial ownership
of any securities held of record by or beneficially owned by JMP Asset or
Funds described in JMP Asset’s Amendment No.1 to Schedule 13D.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
and JMP Asset (exercising its investment discretion on behalf of the Funds)
cooperated and coordination in negotiating and entering into the Stock Purchase
Agreement, including provisions of the Stock Purchase Agreement pursuant
which certain changes were made in the Issuer’s board of directors, as described
in the Reporting Person’s previous filing on Schedule 13D. However, the parties
to such Stock Purchase Agreement expressly disclaim the existence of a “group”
subsequent to the execution of the Stock Purchase Agreement. In addition,
Reporting Person does not have any agreement or arrangement with JMP Asset
with any Fund (nor does any Fund have any agreement or arrangement with any
other Fund) to act together with respect to the Issuer or its securities
for the purpose of facilitating the implementation of their individual decisions
as to the exercise of their rights under the Stock Purchase Agreement (including
rights to exercise the option described elsewhere in this Statement) and
Registration Rights Agreement described below. The Reporting Person disclaims
beneficial ownership of any securities owned of record by JMP Asset and/or
Fund and each Fund each disclaims beneficial ownership of any securities
of record by it or by any other Fund, JMP Asset or the Reporting Person.
above, while JMP Group is the ultimate parent of JMP Asset, it is JMP Group’s
policy that it does not control, influence or participate in investment
decisionmaking (including voting of shares or proxies) by its subsidiaries,
including JMP Asset, in JMP Asset’s role as investment manager, and both JMP
Group and JMP Asset maintain procedures to implement that policy. In exercising
its investment discretion as investment manager for the Funds, JMP Asset
(through multiple portfolio managers, acting independently) considers the
investment objectives and other needs of each such entity. The cooperation
negotiation involved in the negotiation and execution of the Stock Purchase
Agreement was for the purpose of implementing investment decisions made
independently as to each Fund and decisions as to voting and disposition
securities that are the subject of this Statement will be made separately
each of the Funds and independently of decisions JMP Group makes as to the
securities it holds.
the definition of "beneficial ownership" in Rule 13d-3 under the Securities
Exchange Act of 1934, it is also possible that one or more members, executive
officers or employees of JMP might be deemed a "beneficial owner" of some
of the securities to which this Schedule relates in that they might be deemed
share the power to direct the voting or disposition of such securities. Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for any purpose,
beneficial owner of any of the securities to which this Schedule relates,
such beneficial ownership is expressly disclaimed. Further, any such person
and/or other persons associated with the Reporting Person or its affiliates
beneficially own additional securities of the Issuer, which securities are
reflected in this Statement and Reporting Person, its affiliates and such
persons expressly disclaim any “group” status or shared investment control with
respect to such securities.
Issuer, JMP Group and each of the Funds entered into the Stock Purchase
Agreement on November 30, 2007, which is incorporated herein by reference
attached as Exhibit 7.01 to the Schedule 13D filed by the Reporting Person
January 28, 2008.
shares of Preferred Stock and the shares of Common Stock issuable upon the
conversion of the Preferred Stock (collectively, the “Shares”) are covered by a
Registration Rights Agreement, which is incorporated herein by reference
attached as Exhibit 7.03 to the Schedule 13D filed by the Reporting Person
January 28, 2008. The shares of Common Stock purchased in the February 21,
PIPE are also subject to a registration rights agreement as filed by the
in its public filing on Form 8-K dated as of February 19, 2008.
MATERIAL TO BE FILED AS EXHIBITS.
Incorporated by reference to Reporting Person’s Form S-1 A filed March
reasonable inquiry and to the best of my knowledge and belief, I certify
the information set forth in this statement is true, complete and