FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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

1. Name and Address of Reporting Person *

Sutherland REIT Holdings, LP

2. Issuer Name and Ticker or Trading Symbol

Sutherland Asset Management Corp [SLD]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

C/O SUTHERLAND ASSET MANAGEMENT CORP.,,  1140 AVENUE OF THE AMERICAS, 7TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2017 
(Street)

NEW YORK, NY 10036

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   1/31/2017     J   729328   D $0   (1) 13004631   (2) (3) (4) D    
Common Stock   2/28/2017     J   81812   D $0   (1) 12922819   (2) (3) (4) D    
Common Stock   5/31/2017     J   53826   D $0   (1) 12868993   (2) (3) (4) D    
Common Stock   6/30/2017     J   123437   D $0   (1) 12745556   (2) (3) (4) D    
Common Stock   6/30/2017     J   1171494   A $0   (5) 13917050   (2) (3) (4) D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The Reporting Person received redemption requests (each a "SRH Redemption Request") from certain of its limited partners in respect of certain of their limited partnership interests in the Reporting Person ("SRH Units"). On January 31, 2017, February 28, 2017, May 31, 2017 and June 30, 2017, the Reporting Person satisfied each SRH Redemption Request by exchanging the SRH Units for an equal number of shares of Common Stock.
(2)  Waterfall Management, LLC, an affiliate of the Issuer's external manager, serves as the general partner of the Reporting Person and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer that are held by the Reporting Person. However, Waterfall Management, LLC does not have an economic interest in certain of these shares and expects to distribute such shares to the beneficial owners of the Reporting Person upon their request in accordance with the Reporting Person's partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of common stock held by the Reporting Person except to the extent of its economic interest.
(3)  In addition, each of Thomas Capasse, Jack Ross, Frederick Herbst, Thomas Buttacavoli and Carole Mortensen is a principal or managing director of Waterfall Asset Management, LLC, the Issuer's external manager, and may be deemed to share voting and investment power over the shares of Common Stock of the Issuer held by the Reporting Person.
(4)  Each of such individuals disclaims beneficial ownership of such shares of common stock, except to the extent of his economic interest therein. The inclusion of these shares of Common Stock of the Issuer in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(5)  On June 30, 2017, the Issuer received a redemption request (the "OP Holdings Redemption Request") from Sutherland OP Holding I, Ltd. ("Holdings I"), a Cayman corporation externally managed by Waterfall Asset Management, LLC, the Issuer's external manager, in respect of 1,171,494 operating partnership units in the Issuer's operating partnership subsidiary ("OP Units") held by Holdings I. On the same date, the Issuer notified Holdings I of its decision to satisfy the OP Holdings Redemption Request by exchanging by 1,171,494 shares of Common Stock for such OP Units. Holdings I then contributed the 1,171,494 shares of Common Stock to the Reporting Person in exchange for an equal number of units of partnership interests in the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sutherland REIT Holdings, LP
C/O SUTHERLAND ASSET MANAGEMENT CORP.,
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
NEW YORK, NY 10036
X


Signatures
/s/ Thomas Capasse, Member 2/14/2018
** 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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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