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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): April 19, 2022

 

Franklin BSP Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland 001-40923 46-1406086
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation)    Identification No.) 

 

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.01 per share FBRT New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share FBRT PRE New York Stock Exchange

 

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 8.01. Financial Statements and Exhibits.

 

On April 19, 2022, all of the 39,733,299 outstanding shares of the Series F Convertible Preferred Stock (“Series F Preferred Stock”) of Franklin BSP Realty Trust, Inc. (the “Company”) automatically converted on a one-for-one basis into an equal amount of shares of the Company’s common stock, pursuant to the terms of the Articles Supplementary of the Series F Preferred Stock. The shares of common stock issued upon conversion of the Series F Preferred Stock are freely tradeable by the holders on the New York Stock Exchange. There are no shares of Series F Preferred Stock outstanding following the conversion.

 

Following the conversion of the Series F Preferred Stock, as of April 19, 2022, there were 83,690,662 shares of the Company’s common stock outstanding, 1,400 shares of the Company’s Series C Convertible Preferred Stock outstanding, 17,950 shares of the Company’s Series D Convertible Preferred Stock outstanding and 10,329,039 shares of the Company’s 7.50% Series E Cumulative Redeemable Preferred Stock outstanding.

 

 

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. 

 

  Franklin BSP Realty Trust, Inc.
   
   
  By: /s/ Jerome S. Baglien
  Name: Jerome S. Baglien
  Title: Chief Financial Officer, Chief Operating Officer and Treasurer

 

Date: April 20, 2022