|
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, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
|
CUSIP
No. 038923108
|
13G
|
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
|
5,507,872
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
5,507,872
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,507,872
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
21.9%
|
||
|
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
|
5,383,323
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
|
5,383,323
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,383,323
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
21.4%
|
||
|
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).
|
|
|
(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) 3,598
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; and
|
|||
|
(v) 5,383,323
shares of common stock held directly by Arbor Commercial Mortgage, LLC
("ACM")*.
|
|||
|
*
As of December 31, 2008, Mr. Kaufman owned approximately 51.8% 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 35.5% and 4.0% of ACM, respectively, as of such
date. Due to his direct and indirect ownership of 91.9% of ACM,
Mr. Kaufman beneficially owns the shares of common stock of ART that are
held directly by ACM.
|
|||
|
(b)
|
Percent
of Class:
|
|
|
As
of December 31, 2008, Ivan Kaufman and ACM owned 21.9% and 21.4%,
respectively, of the outstanding shares of ART's common
stock.
|
||
|
(c)
|
As
of December 31, 2008, Ivan Kaufman had the sole power to vote or to direct
the vote of 5,507,872 shares of common stock and the sole power
to dispose or to direct the disposition of 5,507,872 shares of common
stock. As of such date, Ivan Kaufman had no shared power to vote or direct
the vote or to dispose or to direct the disposition of any shares of
common stock.
|
|
|
As
of December 31, 2008, ACM had the shared power to vote or to direct the
vote of 5,383,323 shares of common stock and the shared power to
dispose or to direct the disposition of 5,383323 shares of common stock.
As of such date, ACM had 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
|
|||