SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*
ARBOR COMMERCIAL MORTGAGE LLC

(Last) | (First) | (Middle)
333 EARLE OVINGTON BOULEVARD
SUITE 900

(Street)
UNIONDALE | NY | 11553

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2004

3. Issuer Name and Ticker or Trading Symbol
ARBOR REALTY TRUST INC [ ABR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| Director | X | 10% Owner
| Officer (give title below) | | Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share | 67 | D |
Special Voting Preferred Stock | 3,146,724^(1) | D |

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Redeemable Paired Partnership Units | ^(2) | ^(3) | Common Stock, par value $.01 per share | 3,146,724 | 0.00 | D | |
Warrants for Redeemable Paired Partnership Units | ^(4) | 07/01/2005 | Common Stock, par value $.01 per share | 629,345^(5) | 15 | D | |
Explanation of Responses:
1. These shares of Special Voting Preferred Stock (the "SVP Stock") are paired with an equal number of units of limited partnership interest in Arbor Realty Limited Partnership, the operating partnership of Arbor Realty Trust, Inc. Pursuant to the Amended and Restated Partnership Agreement of Arbor Realty Limited Partnership, dated as of July 1, 2003, the units of limited partnership interest held by Arbor Commercial Mortgage, LLC are redeemable at the election of the holder, for cash or, at the election of Arbor Realty Trust, Inc., shares of common stock of Arbor Realty Trust, Inc. (the "ART Common Stock") (the "Redeemable Paired Partnership Units"). If Arbor Commercial Mortgage, LLC redeems a Redeemable Paired Partnership Unit and Arbor Realty Trust, Inc. elects to issue Arbor Commercial Mortgage, LLC shares of ART Common Stock upon such redemption, the corresponding shares of SVP Stock will be redeemed and cancelled.
2. Pursuant to the Amended and Restated Partnership Agreement of Arbor Realty Limited Partnership, dated as of July 1, 2003, Arbor Commercial Mortgage, LLC may not elect to redeem its Redeemable Paired Partnership Units until the date that is 180 days after the registration under the Securities Act of 1933 of ART Common Stock underlying Units issued by Arbor Realty Trust, Inc. on July 1, 2003.
3. The Redeemable Paired Partnership Units do not have an expiration date.
4. The warrants for additional Redeemable Paired Partnership Units are immediately exerciseable.
5. In addition to holding the 3,146,724 Redeemable Paired Partnership Units, Arbor Commercial Mortgage, LLC also holds 629,345 warrants for additional Redeemable Paired Partnership Units, each of which is exercisable for an additional Redeemable Paired Partnership Unit (which will be paired with one share of SVP Stock in the manner described above in footnote (1) above).
Remarks:
| /s/ Frederick C. Herbst, Chief Financial Officer of Arbor Commercial Mortgage, LLC | 08/16/2004
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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