SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(b)
Arbor Realty Trust, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
038923108
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
page 1 of 7
CUSIP NO. 038923108 13G PAGE 2 OF 5 PAGES
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 5. SOLE VOTING POWER 4,005,710
SHARES 6. SHARED VOTING POWER 0
BENEFICIALLY 7. SOLE DISPOSITIVE POWER 4,005,710
OWNED BY 8. SHARED DISPOSITIVE POWER 0
EACH REPORTING PERSON WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,005,710
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.49%
12. TYPE OF REPORTING PERSON IN
page 2 of 7
CUSIP NO. 038923108 13G PAGE 3 OF 5 PAGES
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Arbor Commercial Mortgage, LLC Tax ID No. ____________
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,989,979
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.40%
12. TYPE OF REPORTING PERSON OO
page 3 of 7
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 Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is:
N/A
Item 4. Ownership.
(a) Amount Beneficially Owned:
Mr. Kaufman owns 13,334 shares of common stock directly.
Mr. Kaufman indirectly beneficially owns 2,400 shares of
common stock held by Mr. Kaufman's minor son. Mr.
Kaufman also beneficially owns 67 shares of common stock
and 3,776,069 units of limited partnership interest of
Arbor Realty Limited Partnership ("ARLP"), the operating
partnership of ART, indirectly through Arbor Commercial
Mortgage, LLC ("ACM")."
page 4 of 7
Pursuant to the Amended and Restated Partnership
Agreement of ARLP, dated as of July 1, 2003 (the "ARLP
Partnership Agreement"), the units of limited
partnership interest held by ACM are redeemable at the
election of ACM, for cash or, at the election of ART,
shares of ART Common Stock (the "Redeemable Paired
Partnership Units").
The units of limited partnership interest are paired
with shares of Special Voting Preferred Stock (the "SVP
Stock") held by ACM. Pursuant to the Pairing Agreement,
dated as of July 1, 2003, among ART, ACM, ARLP, Arbor
Realty LPOP, Inc. and Arbor Realty GPOP, Inc., ART will
issue to ACM one share of SVP Stock for each unit of
limited partnership interest that ARLP issues to ACM. If
ACM elects to redeem a Redeemable Paired Partnership
Unit and ART elects to issue shares of ART Common Stock
to ACM upon such redemption, the paired share of SVP
Stock is redeemed and cancelled.
Mr. Kaufman also indirectly owns 213,840 shares of
common stock that were issued to ACM in payment of the
incentive fee pursuant to the Management Agreement,
dated July 1, 2003, by and among ACM, ART and ARLP.
Mr. Kaufman owns 50.68% of ACM directly. Mr. Kaufman and
Lisa Kaufman, his spouse jointly own 100% of Arbor
Management, LLC, which owns 0.62% of ACM. The Ivan and
Lisa Kaufman Family Trust owns 34.68% and the Ivan
Kaufman Grantor Retained Trust (of which Mr. Kaufman is
also a co-trustee) owns 3.92% of ACM. Both trusts
benefit the dependent children of Mr. Kaufman.
(b) Percent of Class:
Ivan Kaufman owns 23.49% and Arbor Commercial Mortgage
owns 23.40%.
(c) As of December 31, 2005, Ivan Kaufman had the sole power
to vote or to direct the vote of 4,005,710 shares of
common stock and had the sole power to dispose or to
direct the disposition of 4,005,710 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 shares of common stock.
As of December 31, 2005, Arbor Commercial Mortgage, LLC
had the sole power to vote or to direct the vote of
3,989,979 shares of common stock and had the sole power
to dispose or to direct the disposition of 3,989,979
shares of common stock. As of such date, Arbor
Commercial Mortgage, LLC had no shared power to vote or
direct the vote or to dispose or to direct the
disposition of shares of common stock.
page 5 of 7
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
page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 3, 2006
/s/ Ivan Kaufman
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Ivan Kaufman
ARBOR COMMERCIAL MORTGAGE, LLC
By: /s/ Ivan Kaufman
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Name: Ivan Kaufman
Title: Chief Executive Officer and President
page 7 of 7