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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

(Mark One)

x       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

Commission file number: 1-37674 (CIFC LLC)

Commission file number: 1-32551 (CIFC Corp.)

CIFC LLC

CIFC CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 212-624-1200

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o  NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o  NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x  NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o  NO x

This combined form 10-K/A is separately filed by (i) CIFC LLC and (ii) CIFC Corp. This combined Form 10-K/A meets the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and the registrants are, therefore, filing this form with the reduced disclosure format permitted by such instruction. The aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common shares on June 30, 2015 as reported on NASDAQ was approximately $47.7 million.

The number of CIFC LLC Common Shares used for calculations in this combined Form 10-K/A is based on 25,498,765 Common Shares, which are composed of 23,472,450 outstanding Common Shares as of April 15, 2016 and 2,026,315 Common Shares subject to an appraisal demand.

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Amendment No. 1

This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K (this “Amendment No. 1”) of CIFC LLC and CIFC Corp. (“we,” “us,” “CIFC” or the “Company”) for the year ended December 31, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2016 (the “Original Filing”). The Company is filing this Amendment No. 1 to include information previously omitted from Items 10, 11, 12, 13 and 14 of Part III. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment No.1 to include Part III information in our Form 10-K because we do not intend to file our definitive proxy statement containing this information before that date. Accordingly, reference to our proxy statement on the cover page of the Original Filing has been deleted. In addition, in accordance with the rules and regulations promulgated by the SEC, Item 15 of Part IV has been amended to contain currently dated certifications from our Co-Presidents and Chief Financial Officer. These updated certifications are attached to this Amendment No. 1 as Exhibits 31.1, 31.2 and 32.1. Except as described above, no other changes have been made to the Original Filing and no attempt has been made in this Amendment No. 1 to modify or update disclosures for events that occurred subsequent to the Original Filing. This Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the date of the Original Filing, including any amendments to those filings, as well as Current Reports filed on Form 8-K subsequent to the date of the Original Filing, if any.

Reorganization Transaction

On December 31, 2015, pursuant to the Agreement and Plan of Merger, dated November 11, 2015 (the “Merger Agreement”), by and among CIFC LLC, a Delaware limited liability company (“CIFC LLC”), CIFC Corp., a Delaware corporation (“CIFC Corp.”), and CIFC Merger Corp., a Delaware corporation and wholly-owned subsidiary of CIFC LLC (“Merger Corp.”), Merger Corp. merged with and into CIFC Corp. with CIFC Corp. as the surviving entity (the “Merger”) and as a wholly-owned subsidiary of CIFC LLC (the Merger and related transactions, the “Reorganization Transaction”). Entry into the Merger Agreement was previously announced by CIFC Corp. on its quarterly report on Form 10-Q filed with the SEC on November 16, 2015. CIFC LLC had not commenced operations and had no assets or liabilities until the effective time of the Merger at 11:59pm on December 31, 2015.

CIFC LLC filed a current report on Form 8-K on January 5, 2016 (the “January Form 8-K”) for the purpose of establishing CIFC LLC as the successor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the Reorganization Transaction. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the January Form 8-K, the shares representing limited liability company interests in CIFC LLC, as the successor issuer to CIFC Corp., were deemed registered under Section 12(b) of the Exchange Act. References to CIFC Corp. in this Annual Report on Form 10-K that include any period at and after the effectiveness of the Reorganization Transaction shall be deemed to refer to CIFC LLC. For more information concerning the effects of the Reorganization Transaction and the succession of CIFC LLC to CIFC Corp. upon its effectiveness, please see the January 5, 2016 Form 8-K.

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PART III

Item 10.                                                  Directors, Executive Officers and Corporate Governance

Director Biographical Information and Qualifications

Set forth below is a description of the business experience of each director, as well as the specific qualifications, skills and experience considered by the Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Board of Directors (the “Board”) in recommending our slate of director nominees.

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Executive Officers

The following table sets forth certain information concerning each of our executive officers:

(1)                                 On June 26, 2015, Robert C. Milton III resigned as the General Counsel, Chief Compliance Officer and Secretary of CIFC Corp. and as a member of the Company’s operating committee, effective as of August 7, 2015. On June 26, 2015, Julian Weldon was appointed as General Counsel, Chief Compliance Officer and Secretary of the Company, effective as of August 7, 2015.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and all persons who beneficially own more than 10 percent of the outstanding shares of the Company’s common shares (the “Common Shares”) to file with the SEC initial reports of ownership and reports of changes in ownership of Common Shares.  Directors, executive officers and greater than 10 percent beneficial owners also are required to furnish us with copies of all Section 16(a) forms they file.

Based upon our review of reports filed with the SEC and written representations from our directors and executive officers that no other reports were required, we believe that all of our directors, executive officers and certain beneficial owners complied with the reporting requirements of Section 16(a) of the Exchange Act during 2015, except the following:

·                  Iosif Bakaleynik filed a Form 4 on July 1, 2015 for a transaction that occurred on June 26, 2015;

·                  Ehud Barak filed a Form 4 on April 13, 2016 for a transaction that occurred on December 16, 2015;

·                  Jason Epstein filed a filed a Form 4 on March 8, 2016 for a transaction that occurred on December 16, 2015;

·                  Paolo Amato filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015;

·                  Andrew Intrater filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015;

·                  Robert B. Machinist filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015;

·                  Marco Musetti filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015;

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·                  Daniel K. Schrupp filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015;

·                  Jeffrey S. Serota filed a Form 4 on February 24, 2016 for a transaction that occurred on December 16, 2015 and a Form 4 on February 24, 2016 for a transaction that occurred on February 9, 2016;

·                  Stephen F. Smith filed a Form 4 on February 17, 2016 for a transaction that occurred on December 16, 2015; and

·                  DFR Holdings, LLC filed a Form 4 on October 19, 2015 for a transaction that occurred on September 24, 2015.

The Board, Its Committees and Corporate Governance

Board Composition and Criteria for Selection of Directors

Pursuant to the Third Amended and Restated Stockholders Agreement (the “Shareholders Agreement”) by and among the Company and DFR Holdings, LLC (“DFR Holdings”), the Board will nominate, or cause to be nominated, and recommend for election, and DFR Holdings will take all necessary action to ensure that at each annual or special meeting of the shareholders of the Company (the “Shareholders”) at which an election of directors is held or pursuant to any written consent of the Shareholders for the election of directors, the following persons will be elected to the Board:

·                  six directors designated by DFR Holdings (Messrs. Amato, Barak, Epstein, Intrater, Machinist, and Musetti);

·                  the Company’s then serving Chief Executive Officer;

·                  three individuals who qualify as independent directors pursuant to the Shareholders Agreement and applicable NASDAQ Listing Rules recommended by the Nominating Committee (Messrs. Schrupp, Serota and Smith); and

·                  one director designated by the Nominating Committee.

DFR Holdings has currently waived the provision under the Shareholders Agreement that requires the size of the Board to be set at eleven.

With respect to the independent directors that the Nominating Committee may recommend, the Nominating Committee has not established specific minimum qualifications, or specific qualities or skills, for directors. The Nominating Committee typically recommends candidates based on its overall assessment of their skills and characteristics and the composition of our Board as a whole, including the nominee’s independence under our categorical independence standards and director diversity, skills and experience in the context of our Board’s needs. The Nominating Committee’s process for identifying and evaluating director nominees is based on various factors, including recommendations from our directors and officers and participants in the industry in which we operate. The Nominating Committee considers, without limitation, a director nominee’s independence, skills and other attributes, experience, perspective, background and diversity. In evaluating director nominees, the Nominating Committee defines “diversity” broadly and considers diversity with respect to viewpoints, background, experience, skill, education, national origin, gender, race, age, culture and current affiliations. The Nominating Committee nominates each independent director for election at the annual meeting based upon an evaluation of each director.

Recommendation of Directors by Shareholders

The charter of the Nominating Committee provides that such committee shall consider director nominations from our Shareholders. The nominating Shareholder must deliver the nomination to our Secretary at least 90 days and no more than 120 days before the first anniversary of the date of the preceding year’s annual Shareholders meeting, and the Shareholder must provide a detailed statement of the nominee’s qualifications and the nominee’s written consent. If the date of the annual meeting is more than 30 days before or more than 70 days after the first anniversary of the preceding year’s annual meeting, then the nomination must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the later of (i) the 90th day prior to such annual meeting or (ii) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made.

Independence of Directors; Controlled Company Exemption

As required by the NASDAQ Listing Rules, the Board evaluates the independence of its members at least annually and at other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one of our directors. The Board has determined that Messrs. Serota, Schrupp and Smith have no material relationships with us and are “independent” as that term is defined under the general independence standards of NASDAQ. The remaining members of the Board are not “independent” as that term is defined under the general independence standards of NASDAQ. DFR Holdings holds over 50% of the outstanding shares of the Company thereby allowing the Company to elect to become a “controlled company” as defined by

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Rule 5615(c) of the NASDAQ Listing Rules. As a result, the Company is exempt from substantially all corporate governance and independence requirements other than those related to the Audit Committee of the Board (the “Audit Committee”). Pursuant to the Shareholders Agreement, the Company must elect to be a “controlled company” for so long as DFR Holdings holds over 50% of the outstanding shares of the Company. DFR Holdings will take all action necessary for the Company to be treated as a “controlled company” (other than not transferring shares) and make all necessary filings and disclosures associated with such status. As such, the Company is not required to have a majority of independent directors, and Messrs. Serota, Schrupp and Smith are the Company’s only independent directors.

Board’s Role in Risk Oversight

The Board is responsible for consideration and oversight of risks facing the Company, and is responsible for ensuring that material risks are identified and managed appropriately. As set forth in the Audit Committee charter, the Audit Committee is charged with the evaluation of risk assessment and the Company’s risk management policies. In fulfilling this role, the Audit Committee receives reports directly from the Company’s internal audit function. In addition, the Audit Committee reviews and approves the internal audit plan once a year and receives periodic reports from members of senior management and an internal audit on areas of material risk to the Company, including operational and financial risks.

Our other Board committees also have responsibility for the oversight of risk management. For example, the Compensation Committee considers the risks associated with our compensation policies and practices. Further, the Nominating Committee oversees risks associated with our governance structure and processes and annually reviews our organizational documents and other policies.  The committees primarily keep the Board informed of their risk oversight and related activities through reports of the committee chairmen to the full Board. The Board also considers specific risk topics in connection with strategic planning and other matters.

Corporate Governance

The Company and its operating subsidiaries have adopted codes of ethics that apply to their officers, directors and employees. The Company’s codes include a Code of Ethics, as defined in Item 406 of Regulation S-K, that applies to its principal executive officers, principal financial officer, principal accounting officer or controller and persons performing similar functions. All of the Company’s corporate governance documents, including the Code of Ethics and committee charters are available free of charge on the Company’s website at www.cifc.com and will be provided free of charge to any Shareholder requesting copies by writing to: Attn: Investor Relations, CIFC LLC, 250 Park Avenue, 4th Floor, New York, New York 10177. Any waiver granted by the Company to its principal executive officers, principal financial officer, principal accounting officer or controller under the Code of Ethics, or certain amendments to the Code of Ethics or its other corporate governance documents that are required to be disclosed pursuant to the rules of the SEC or NASDAQ, will be disclosed on the Company’s website at www.cifc.com under the section entitled “Our Shareholders—Board of Directors & Corporate Governance.”

Other Board Information

Leadership Structure of the Board

The Board has separated the roles of Co-Presidents and Chairman of the Board; however, the Board has not created the role of a lead independent director. We believe that separation of the roles of our Co-Presidents and Chairman allows our Co-Presidents to focus on the direction of our business strategy, growth and development, while allowing our Chairman to lead the Board in its fundamental role of providing advice to, and oversight of, management. Jeffrey S. Serota has served as the Chairman of the Board since January 1, 2016 and has been a member of the Board since 2014. The Board believes Mr. Serota is best suited to serve as Chairman of the Board because of his extensive capital markets expertise and investment banking experience, financial skills obtained through leadership positions with asset management firms, and service on the board of directors of other companies.

Board Meetings

The Board and its committees meet throughout the year on a predetermined schedule, and also hold special meetings and act by written consent from time to time. The Board held seven meetings (including regularly scheduled and special meetings) during the year ended December 31, 2015. With the exception of Mr. Barak, each director attended at least 75% of the total number of Board meetings and committee meetings on which they served in the year ended December 31, 2015.

Although the Company does not maintain a formal policy regarding director and management attendance at Shareholder meetings, we encourage our directors and key members of management to attend the Company’s annual meetings. All of the Company’s current directors attended the 2015 annual Shareholder meeting.

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Meetings of Independent Directors

The NASDAQ Listing Rules contemplate that the independent members of the Board will meet during the year in separate closed meetings referred to as “executive sessions” without any employee director or executive officer present. Executive sessions were held from time to time before or after regularly scheduled Board and/or Audit Committee meetings during the year ended December 31, 2015.

Committees of the Board

The Board has established three committees—the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee—to carry out certain responsibilities and to assist the Board in meeting its fiduciary obligations. The Audit Committee consists entirely of independent directors. The following table sets forth certain information for each current standing committee of the Board:

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Communications to the Board

Shareholders wishing to communicate with the Board should send any communication to: Secretary, CIFC LLC, 250 Park Avenue, 4th Floor, New York, New York 10177. Any such communication must state the number of shares beneficially owned by the Shareholder making the communication. The Secretary will forward the communication to the full Board, to a committee of the Board or to any individual director or directors, as appropriate. If a communication is unduly hostile, threatening, illegal or similarly inappropriate, the Secretary is authorized to discard the communication or take appropriate legal action regarding the communication.

Item 11.            Executive Compensation

Summary Compensation Table

The following Summary Compensation Table discloses the compensation information for the years ended December 31, 2015 and 2014 for our principal executive officers (“PEOs”) and the two most highly compensated executive officers other than the PEOs who were serving as executive officers at the end of the last completed year.

(1)                                     The bonus amounts in 2015 represent discretionary cash bonuses paid to our executive officers based on the Compensation Committee’s assessment of their performance in 2015. The bonus amount in 2014 in respect of Mr. Wriedt includes a discretionary bonus of $280,000 which is equivalent to the deferred amounts that he would have received in 2013 and 2014 under the 2012 CIFC Executive Incentive Compensation Plan had he been a participant of that plan in 2012.  The additional bonus amounts listed for 2014 represent discretionary awards by the Compensation Committee.

(2)                                     The amounts listed do not represent the actual amounts paid in cash to or value realized by the named executive officers. The valuation of share awards is based on the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Certification (“ASC”) Topic 718. The assumptions used to calculate the value of share awards are set forth in Note 12 to the Company’s Form 10-K. For performance-based awards, the grant date value is based upon the probable outcome of the awards.  For performance-based awards granted in 2015, had performance at the maximum level been assumed, the restricted share units granted to Messrs. Vaccaro and Wriedt would have had a value under ASC Topic 718 on the grant date of $1,775,199 for each such individual.  Messrs. Agarwal and Weldon did not receive performance-based restricted share units in 2015.  For performance-based awards granted in 2014, the awards disclosed are at maximum value. On June 13, 2014, the Company granted to each of Messrs. Vaccaro and Wriedt the following awards:

(a) 300,000 restricted share units that vest in five equal tranches and installments of 60,000 at a rate of 20% on December 31, 2014, 2015, 2016, 2017 and 2018, respectively (“first tranche,” “second tranche,” “third tranche,” “fourth tranche,” and “fifth tranche,” respectively, and together “initial tranche date”) and in 16 equal quarterly installments after the initial tranche date. On December 31, 2015, the Company and Messrs. Vaccaro and Wriedt agreed to an amended and restated time-based restricted share unit award agreement relating to these awards. As the result of the amendment and restatement, the vesting schedule for the third, fourth and fifth tranche of each such award was amended to cliff vest on March 31, 2017, March 31, 2018 and March 31, 2019, respectively, generally subject to the executive’s continued employment with the Company or a subsidiary on the applicable vesting date. The modification value under ASC Topic 718 of revising the vesting schedule of these awards ($100,062 for each of Messrs. Vaccaro and Wriedt) has been included in the table above.

(b) 100,000 restricted share units 50% of which vested on January 1, 2015 and the remaining 50% of which vested on January 1, 2016; and

(c) 75,000 restricted share units subject to performance vesting hurdles in 2014 and service vesting through January 1, 2017. In addition, on December 31, 2015, the Company and each of Messrs. Wriedt and Vaccaro agreed to an amended and restated performance-based restricted share unit award agreement relating to 375,000 restricted share units originally granted or promised to be granted to the executives on June 13, 2014.  As the result of the amendment and restatement, the Company memorialized the 2015 restricted share units granted to each such executive on March 30, 2015 (75,000 restricted share units) and awarded each such executive the 2016-2018 restricted share units promised by the Company under the terms of the original award agreements (75,000 restricted share units for each such year).  The Compensation Committee determined that 18,750 of the 75,000 restricted share units relating to 2015 performance were earned, and , in its discretion, an additional 37,500 were deemed earned, and all such restricted stock units vested on March 31, 2016. The modification value under ASC Topic 718 of causing restricted stock units in excess of those earned based on performance to not be forfeited and to become eligible for vesting has been included in the table above ($40,836 for each of Messrs. Vaccaro and Wriedt). The remaining restricted share units relating to 2015 performance were forfeited.  The 2016-2018 restricted share units (covering 75,000 restricted share units for each such year) will be earned based on performance goals that will be established in the future.  The restricted share units earned for any such year will vest on March 31 of the immediately following calendar year, generally subject to the executive’s continued employment from the grant date to such vesting date.  The earned 2014 restricted share units (56,250 restricted share units) will vest on December 31, 2016, generally subject to the executive’s continued employment on such vesting date.

The amounts reported in this column for 2015 includes the discretionary portion of 2015 bonuses paid to Messrs. Agarwal and Weldon ($150,000 and $275,000, respectively) in restricted share unit awards, the value of which grants was determined in 2015 but such grants were not made until 2016.  The grants vest 1/3 on December 31, 2016 and 1/12 on each of the next eight quarterly anniversaries thereafter, beginning on March 31, 2017. The amount reported in this column for Mr. Agarwal for 2014 reflects the value of 48,544 restricted share units granted by the Company on December 18, 2014, 1/3 of which vested on December 31, 2015 and 1/12 of which will vest on each of the next eight quarterly anniversaries thereafter, beginning on March 31, 2016. The amount reported in this column for Mr. Weldon for 2015 also includes the value of 40,000 restricted share units granted by the Company on March 30, 2015, 1/3 of which vested on December 31, 2015 and 1/12 of which will vest on each of the next eight quarterly anniversaries thereafter, beginning on March 31, 2016.

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(3)                                     The amounts listed do not represent the actual amounts paid in cash to or value realized by the named executive officers. The valuation of option awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 12 to the Company’s Form 10-K. On June 13, 2014, the Company granted to (1) each of Messrs. Vaccaro and Wriedt an option to acquire 100,000 Common Shares, with 1/3 of the underlying shares vesting on January 1, 2015 and 1/12th vesting on each of the next eight quarterly anniversaries, with the first quarterly installment vesting on the date that is one year and 3 months from January 1, 2015 and (2) Mr. Wriedt an option to acquire 200,000 Common Shares, with 1/4 of the underlying shares vesting on January 1, 2015 and 1/16th vesting on each of the next twelve quarterly anniversaries, with the first quarterly installment vesting on the date that is one year and 3 months from January 1, 2015. All of the share options awarded on June 13, 2014 had a strike price of $8.81 and are exercisable over a period of ten years from the date of grant.

(4)                                     The amounts reported with respect to 2015 represent performance-based bonuses awarded to Messrs. Vaccaro and Wriedt based on the achievement of performance goals including the Company’s successful launch of certain funds and certain qualitative factors. The amounts listed with respect to 2014 represent cash incentive bonus payments under the 2014 CIFC Executive Incentive Compensation Plan, adopted pursuant to the 2011 Stock Option and Incentive Plan, as amended (the “Plan”), which were based on the Company’s achievement of a specified EBITDA target, the Company’s successful launch of certain funds and certain qualitative factors. The amounts listed with respect to 2014 were paid in 2015. In addition, the amount listed in 2014 in respect of Mr. Vaccaro included payments under the 2012 CIFC Executive Incentive Compensation Plan, adopted pursuant to the Plan, which were based in equal parts on the Company’s achievement of an EBITDA target, the Company’s achievement of a new advisory fee revenue target and awards at the Board’s discretion. Such additional amount in respect of the 2012 CIFC Executive Incentive Compensation Plan was $279,234 payable to Mr. Vaccaro, paid in two equal installments in each of 2013 and 2014.

(5)                                     Other compensation for 2015 is comprised of matching and other Company contributions to the executives in the 401(k) plan ($35,000 for each of Mr. Vaccaro, Mr. Wriedt, and Mr. Agarwal) and Company-paid life insurance premiums ($129 for Mr. Vaccaro, $30 for Mr. Wriedt, $240 for Mr. Agarwal, and $225 for Mr. Weldon). Mr. Weldon did not participate in the Company’s 401(k) plan in 2015.

Outstanding Equity Awards at 2015 Year-End

The following table provides information regarding the holdings of equity awards by the Company’s named executive officers at December 31, 2015.

Outstanding Equity Awards at December 31, 2015

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Employment Agreements with Named Executive Officers

Mr. Vaccaro’s Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement

Mr. Vaccaro is party to an Amended and Restated Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement. This agreement provides that, upon his termination of employment due to death, disability or by the Company without cause, Mr. Vaccaro will be entitled to (a) 12 months of continued base salary payments, (b) an amount equal to the average annual bonus paid to him for the three year period preceding such termination, and (c) compensation for all accrued but unpaid vacation, sick and personal days through the date of such termination. Such payments are conditioned upon Mr. Vaccaro signing a release upon such termination of his employment and his continued compliance with the terms of the restrictive covenants contained in the agreement. For these purposes, “cause” means (i) Mr. Vaccaro shall have breached in any material respect the agreement; (ii) Mr. Vaccaro’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (iii) any failure by Mr. Vaccaro to substantially comply with any written rule, regulation, policy or procedure of the Company or its subsidiaries applicable to him, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company or any subsidiary; (iv) any failure by Mr. Vaccaro to comply with the Company’s or its subsidiaries’ policies with respect to insider trading applicable him; (v) a willful material misrepresentation at any time by Mr. Vaccaro to any member of the Board or any director or superior executive officer of the Company or its subsidiaries; (vi) Mr. Vaccaro’s willful failure or refusal to comply with any of his material obligations under the agreement or a reasonable and lawful instruction of the Board or the person to whom he reports; or (vii) commission by Mr. Vaccaro of any act of fraud or gross negligence in the course of his employment with the Company or any other action by Mr. Vaccaro, in either case that is determined to be materially detrimental to the Company or any of its subsidiaries; provided that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (i) or (iii) that is capable of being cured shall not constitute “cause” unless and until Mr. Vaccaro, after written notice from the Company to him specifying the circumstances giving rise to cause under such clause, shall have failed to cure such act or omission to the reasonable satisfaction of the Company within 10 business days

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after such notice.  Mr. Vaccaro is also subject to non-competition and non-solicitation obligations during his employment with the Company and for a period of one year after the termination of his employment for any reason whatsoever.

Mr. Wriedt’s Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement

Mr. Wriedt is party to a Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement. This agreement provides that, upon his termination of employment due to death, disability or by the Company without cause, Mr. Wriedt will be entitled to (a) 12 months of continued base salary payments, (b) an amount equal to the average annual bonus paid to him for the three year period preceding such termination, and (c) compensation for all accrued but unpaid vacation, sick and personal days through the date of such termination. Such payments are conditioned upon Mr. Wriedt signing a release upon such termination of his employment and his continued compliance with the terms of the restrictive covenants contained in the agreement. For these purposes, “cause” means (i) Mr. Wriedt shall have breached in any material respect the agreement; (ii) Mr. Wriedt’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (iii) any failure by Mr. Wriedt to substantially comply with any written rule, regulation, policy or procedure of the Company or its subsidiaries applicable to him, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company or any subsidiary; (iv) any failure by Mr. Wriedt to comply with the Company’s or its subsidiaries’ policies with respect to insider trading applicable him; (v) a willful material misrepresentation at any time by Mr. Wriedt to any member of the Board or any director or superior executive officer of the Company or its subsidiaries; (vi) Mr. Wriedt’s willful failure or refusal to comply with any of his material obligations under the agreement or a reasonable and lawful instruction of the Board or the person to whom he reports; or (vii) commission by Mr. Wriedt of any act of fraud or gross negligence in the course of his employment with the Company or any other action by Mr. Wriedt, in either case that is determined to be materially detrimental to the Company or any of its subsidiaries; provided that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (i) or (iii) that is capable of being cured shall not constitute “cause” unless and until Mr. Wriedt, after written notice from the Company to him specifying the circumstances giving rise to cause under such clause, shall have failed to cure such act or omission to the reasonable satisfaction of the Company within 10 business days after such notice.  Mr. Wriedt is also subject to non-competition and non-solicitation obligations during his employment with the Company and for a period of one year after the termination of his employment for any reason whatsoever.

Mr. Agarwal’s Letter Agreement and Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property Agreement

Mr. Agarwal is party to an at-will employment letter agreement, as amended. This agreement provides that Mr. Agarwal will receive an annual base salary of $300,000 (which has been increased to $325,000) and, upon the commencement of his employment, provided for a one-time cash payment of $350,000 and a share option award to purchase 80,000 shares of the Company’s Common Shares. Mr. Agarwal is also eligible to receive an annual bonus payable in accordance with the Company’s standard bonus payment polices. In the event Mr. Agarwal terminates his employment with the Company, Mr. Agarwal will be placed on a 90-day garden leave status, during which period he will continue to receive his base salary and benefits, but will not participate in any bonus or other compensation arrangements. Mr. Agarwal is also subject to confidentiality, non-solicitation and intellectual property obligations during his employment with the Company and for a period of one year after the termination of his employment for any reason whatsoever.

Mr. Weldon’s Letter Agreement and Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property Agreement

Mr. Weldon is party to an at-will employment letter agreement, as amended.  This agreement provides that Mr. Weldon will receive an annual base salary of $300,000 and, upon the commencement of his employment in 2015, 40,000 restricted share units that vest over three years and 10,000 restricted share units that are subject to performance-based requirements (which such 10,000 restricted share units have yet to be granted). Mr. Weldon is also eligible to receive an annual bonus payable in accordance with the Company’s standard bonus payment policies.  In the event Mr. Weldon terminates his employment with the Company, Mr. Weldon will be placed on a 90-day garden leave status, during which period he will continue to receive his base salary and benefits, but will not participate in any bonus or other compensation arrangements.  Mr. Weldon is also subject to confidentiality, non-solicitation and intellectual property obligations during his employment with the Company and for a period of six months after the termination of his employment for any reason whatsoever.

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2015 DIRECTOR COMPENSATION

Summary of 2015 Director Compensation

Narrative to Director’s Compensation Table

The table above describes the compensation earned by our directors in 2015. Our processes and procedures for considering and determining the amount of compensation we pay our non-employee directors consist of an annual review of director compensation by the Compensation Committee. Pursuant to its charter, the Compensation Committee recommends to the Board the compensation for the current year, and the Board makes a determination. The charter permits the Compensation Committee to delegate the consideration of director compensation to one or more subcommittees of the Compensation Committee, but the Compensation Committee has not done so to date.

2015 Director Compensation

In 2015, the Company did not compensate its employee directors.

In December 2015, each of the non-employee directors was granted a restricted share unit award with an initial value of approximately $50,000 and the Board chairperson was granted an additional restricted share unit award with an initial value of approximately $100,000 (for a total grant value of $150,000) under the Company’s Plan, each of which awards will become fully vested and will settle on the earlier of July 1, 2016, within 90 days after a change in control in which no current director remains on the Board  and the date of the 2016 Annual Meeting.  As noted above, in connection with Mr. Machinist’s cessation as

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Chairman of the Board, he forfeited 50% of his 2015 restricted share unit award relating to his service as Chairman.  In addition, non-employee directors receive the following cash compensation: (i) $80,000 annual retainer fee, paid quarterly in arrears, (ii) $2,500 fee for each full Board meeting attended in person, (iii) $5,000 fee for service on one of the standing committees of the Board, (iv) $95,000 fee for the Board chairperson, and (v) $30,000 fee for the Audit Committee chairperson.

Equity-Based Awards

Each of the restricted share units outstanding represents the right to receive one share of our Common Shares, subject to acceleration upon the occurrence of certain specified events.

The following table summarizes the restricted share units and options held by each of our directors as of December 31, 2015:

(1)                                 In the first quarter of 2016, Mr. Machinist forfeited 5,988 of his 2015 restricted share units (representing half of the restricted share units granted to him as Chairman of the Board) due to his resignation as Chairman of the Board effective December 31, 2015.

Item 12.           Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Persons Who Beneficially Own More Than 5% of the Company’s Voting Securities

The following table shows, as of April 15, 2016, the persons that are known to the Company to be the beneficial owners of more than 5% of the Common Shares, which is the only class of voting shares the Company has outstanding. Each Common Share is entitled to one vote. The following tables are based on 25,498,765 Common Shares, which are composed of 23,472,450 outstanding Common Shares as of April 15, 2016 and 2,026,315 Common Shares subject to an appraisal demand.  The table is based on Shareholder filings with the SEC under Section 13 of the Exchange Act.

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(1)                                 Based on a Schedule 13D/A filed on September 25, 2015 by DFR Holdings. Does not include a warrant to purchase 2,000,000 additional Common Shares at $6.375 per share.

(2)                                 Based on a Schedule 13G/A filed on December 2, 2015 by Joseph A. Jolson. These Common Shares were beneficially owned by Joseph A. Jolson, but they are believed to be included in the Dissenting Shares (as defined below).

(3)                                 Based on 25,498,765 Common Shares, which are composed of 23,472,450 outstanding Common Shares as of April 15, 2016 and 2,026,315 Common Shares that are subject to an appraisal demand pursuant to written demands received December 10, 2015 and December 14, 2015 (the “Dissenting Shares”). If the Dissenting Shares are excluded from the calculation of percent of class, DFR Holdings and Joseph A. Jolson would own 80.13% and 0%, respectively. If the appraisal demand is withdrawn or a petition to commence an appraisal proceeding is not filed in the Delaware Court of Chancery before April 30, 2016, the Dissenting Shares will be deemed to be outstanding as of the effective time of the Merger.

Ownership of Common Shares By Directors and Executive Officers

The following table shows, as of April 15, 2016, the beneficial ownership of the Common Shares by its directors, named executive officers and all of its directors and executive officers as a group. None of the shares listed below has been pledged as security except as specifically described in the footnotes to this table and the share amounts include those of directors and executive officers who have the right to acquire beneficial ownership of any additional shares within 60 days after April 15, 2016. Unless indicated otherwise in the footnotes, the address of each individual listed in the table is c/o CIFC LLC, 250 Park Avenue, 4th Floor, New York, New York 10177.

*                                        Less than 1%.

(1)                                Includes vested options, and options and restricted share units that will vest within 60 days of April 15, 2016.

(2)                                 Based on 25,498,765 Common Shares, which are composed of 23,472,450 outstanding Common Shares as of April 15, 2016 and the Dissenting Shares, plus, in the case of the calculation for each beneficial owner, the number of options and restricted share units acquirable within 60 days by such beneficial owner. If the Dissenting Shares are excluded from the calculation of percent of class, Peter Gleysteen, Stephen J. Vaccaro, Oliver Wriedt and all directors and executive officers as a group would own 5.09%, 3.37%, 5.29% and 13.68%, respectively.

(3)                                Pursuant to the Assignment and Contribution Agreement, dated April 13, 2011, Bounty Investments, LLC (“Bounty”), assigned and contributed its Common Shares and the Convertible Note of the Company (which was converted into 4,132,231 Common Shares of the Company on July 12, 2014), and all rights and obligations thereto, to DFR Holdings. Bounty owns 99% of the equity interests of DFR Holdings. DFR Management Holdings, LLC (“DFR Management”) owns 1% of the equity interests in DFR Holdings. Mr. Intrater is the manager of DFR Holdings and the managing member of DFR Management and has an equity interest in DFR Management alongside Mr. Epstein and Paul Lipari, a Managing Partner of CN. As of April 15, 2016, DFR Holdings was the direct beneficial owner of (i) 18,809,249 Common Shares and (ii) warrants to purchase 2,000,000 Common Shares at $6.375 per share.  Each of Messrs. Epstein and Intrater are expected to contribute their 5,988 restricted share units to DFR Holdings, upon their vesting.

(4)                                 The Common Shares are held by Canis Marinum LLC for which Mr. Gleysteen is the sole manager.

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Item 13.         Certain Relationships and Related Transactions, and Director Independence

The Company’s policies and procedures for the review, approval and ratification of the Company’s transactions with related persons consist of various conflict of interest provisions in its Code of Ethics, including that its directors report to the Board any conflict of interest they may have with respect to any matter being considered by the Board and that the Company’s related persons involved in the Company’s portfolio management obtain the prior approval of the Company’s Chief Compliance Officer for their personal purchases of securities in private offerings.

Since January 1, 2015, the Company has entered into certain transactions, summarized below, that exceeded $120,000 in amount and in which the Company’s related persons—in general, the Company’s directors, executive officers and their immediate family members—had or would have a direct or indirect material interest.

·                  DFR Holdings is considered a related party as a result of its ownership of approximately 18.8 million Common Shares, a portion of which was issued as part of the consideration for the Company’s June 9, 2010 acquisition of CN Credit Investments Management, LLC (the “CNCIM Acquisition”). On July 12, 2014, DFR Holdings converted $25.0 million aggregate principal amount of outstanding Senior Subordinated Notes of the Company due December 9, 2017 (the “Convertible Notes”) into 4.1 million shares of the Company’s Common Shares. In addition, DFR Holdings holds warrants that provide the holder the right to purchase 2.0 million Common Shares, which were scheduled to expire on September 24, 2015. On September 24, 2015, the warrants were extended to January 24, 2017 in exchange for cash of $0.4 million.  On August 15, 2014, the Company entered into a consulting agreement with DFR Holdings whereby DFR Holdings agreed to provide the Company with ongoing advisory services such as the participation in financial, tax and strategic planning/budgeting, investor interface, new product initiatives, fund raising and recruiting. As part of the consulting agreement, the Company incurred professional fees of $2.0 million for the year ended December 31, 2015.

·                  During the year ended December 31, 2015, the following members of the Board made the following investments:

·                  Iosif Bakaleynik, through an entity in which his is the sole equity holder, purchased $250,000 of Series B interests in the CIFC CLO Warehouse Fund.  Mr. Bakaleynik served as a director on the Board until the date of the 2015 Annual Meeting.

·                  During the year ended December 31, 2015, the following executive officers made the following investments:

·                  Oliver Wriedt purchased $200,000 of Series B Interests in the CIFC CLO Warehouse Fund.

Item 14.           Principal Accountant Fees and Services

Audit Fees and All Other Fees

For the years ended December 31, 2015 and 2014, all of the services performed by Deloitte & Touche LLP (“Deloitte”)were approved by the Audit Committee. The following table sets forth the services provided by, and aggregate fees paid to, Deloitte for each of the last two years:

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Our Audit Committee continues to evaluate the terms of the engagement of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

The Company has been advised that a representative of Deloitte will be present at the Annual Meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.

Pre-Approval of the Independent Registered Public Accounting Firm’s Services

The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by our independent registered public accounting firm and its affiliates. These policies require the specific pre-approval of any such services that have not received the Audit Committee’s general pre-approval or have exceeded the Audit Committee’s pre-approved fee levels. These procedures include monitoring the independent registered public accounting firm’s services to determine whether they comply with the pre-approval policies and the independent registered public accounting firm’s submission of a statement to the Audit Committee that any services it performs that require separate pre-approval comply with the rules of the SEC on auditor independence.

The Audit Committee pre-approved 100% of the audit-related, tax and other fees described in the table above for 2014 and 2015.

Other Services Provided by the Independent Registered Public Accounting Firm

The Company is required to consolidate into its financial statements entities in which the Company has a controlling interest (“Consolidated Funds”) and variable interest entities (“VIEs” or “Consolidated VIEs”) for which the Company is deemed to be the primary beneficiary (together with Consolidated Funds, the “Consolidated Entities”). Further, during 2015, the Company adopted the amendments of Accounting Standard Update “ASU” 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis (“ASU 2015-02”) on a modified retroactive basis. As such, the Company deconsolidated 30 CLOs and one credit fund as of January 1, 2015.

In addition to the services described in the table above, Deloitte was retained by certain of the Consolidated Entities  to provide audit and tax services. For the year ended December 31, 2015, these audit and tax services for the Consolidated Entities aggregated $55,000 and $69,117, respectively. For the year ended December 31, 2014, these audit and tax services for the Consolidated Entities aggregated $700,573 and $753,951, respectively.

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AUDIT COMMITTEE REPORT

The following Audit Committee report is submitted by the directors who served on the Audit Committee for the fiscal year ended December 31, 2015 and who reviewed and approved the audited financial statements that were included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that was filed with the SEC on March 25, 2016.

The Audit Committee assists the Board in monitoring the Company’s financial reporting process. Management has primary responsibility for the financial statements and the reporting process, including the system of internal controls. Deloitte, the Company’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of the Company’s financial statements with accounting principles generally accepted in the U.S.

In this context, the Audit Committee hereby reports as follows:

1.                                      The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2015 with management.

2.                                      The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, and the independent registered public accounting firm’s independence from the Company and its management.

3.                                      The Audit Committee has reviewed written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

4.                                      Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 25, 2016.

The information contained in this Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as set forth in Item 407 of Regulation S-K, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information contained in this Report be treated as soliciting material, nor shall such information be incorporated by reference into any past or future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

Respectfully submitted,

Stephen F. Smith (Chairman)

Daniel K. Schrupp

Jeffrey S. Serota

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PART IV

Item 15.                 Exhibits

(a)(1) and (a)(2): No financial statements or schedules are filed with this Amendment No. 1 to Annual Report on Form 10-K/A.

(a)(3) Exhibits:

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Explanatory Notes:

*                 Previously filed with the Registrant’s Annual Report on Form 10-K, filed March 25, 2016.

**          Filed herewith.

**          Compensatory plan or arrangement

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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 thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.