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

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 *

Waterfall Asset Management, LLC 		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)

1140 AVENUE OF THE AMERICAS, 7TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2018
(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)
Code V Amount (A) or (D) Price
Common Stock   5/16/2018     A    13274   A   (1) 42430   D    
Common Stock                  9601   (2) (3) I   By Sutherland REIT Holdings, LP  

Table II - Derivative Securities 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 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On May 16, 2018, the board of the directors of the Issuer approved the issuance of 13,274 shares of Common Stock to the Reporting Person, the Issuer's external manager, as payment of 50% of the incentive distribution payable to the Reporting Person pursuant to the management agreement between the Issuer and the Reporting Person.
(2)  Represents 9,601 shares of Common Stock of the Issuer out of the 13,913,400 total shares of Common Stock held by Sutherland REIT Holdings, LP (the "Partnership") based on the Reporting Person's percentage of direct ownership interests in the Partnership. The Reporting Person serves as the Issuer's external manager and its affiliate, Waterfall Management, LLC, serves as the general partner of the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer that are held by the Partnership. In addition, the Reporting Person may be deemed to share voting and investment power over the shares of Common Stock of the Issuer held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership's partnership agreement.
(3)  Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of Common Stock held by the Partnership and the Reporting Person disclaims beneficial ownership of such shares of Common Stock, except to the extent of the 9,601 shares reported herein, which represents its economic interest in the Partnership.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waterfall Asset Management, LLC
1140 AVENUE OF THE AMERICAS, 7TH FLOOR
NEW YORK, NY 10036
X


Signatures
/s/ Thomas E. Capasse, Member 5/18/2018
** 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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