SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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.
1. Name and Address of Reporting Person*
MCADAMS JOSEPH LLOYD

(Last) (First) (Middle)
1299 OCEAN AVE., 2ND FL.

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANWORTH MORTGAGE ASSET CORP [ ANH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (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 12/31/2020(1) J 40,694 A (1) 1,404,572(2) D
Common Stock 41,500(3) I By spouse
Common Stock 33,700(4) I The McAdams Foundation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Unit (5) (6) (6) Common Stock 197,176 197,176 D
Series B Cumulative Convertible Preferred Stock $10.5(7) (8) (9) Common Stock 41,658 6,700 D
Explanation of Responses:
1. These shares were acquired under the Anworth Mortgage Asset Corporation Dividend Reinvestment and Stock Purchase Plan in exempt transactions pursuant to Rule 16a-11 at the then-prevailing market prices during calendar year 2020.
2. Mr. McAdams owns 62,500 shares individually. The balance of these shares are owned as community property with his spouse.
3. Mr. McAdams' spouse owns 41,500 shares in which Mr. McAdams disclaims any beneficial interest.
4. Shares held by The McAdams Foundation, of which Mr. McAdams is a director.
5. 1-for-1.
6. The Restricted Stock Units are not vested at the Grant Date. During the period commencing on the day immediately following the 3 (three) year anniversary of the Grant Date and ending on the 10 (ten) year anniversary of the Grant Date, the Restricted Stock Units shall vest on the last day of any month when the total return to stockholders (meaning the aggregate of Common Stock price appreciation and dividends declared, assuming full reinvestment of dividends)exceeds 10% per annum. Also, during the period commencing on the Grant Date and ending on the last day of the calendar month after the 3 (three) year anniversary of the Grant Date, the Restricted Stock Units shall vest immediately upon the Grantee's involuntary termination of service for any reason other than for Cause. In regards to these Restricted Stock Units, no common shares will be issued until the Restricted Stock Units vest.
7. The Series B Cumulative Convertible Preferred Stock is convertible into shares of Anworth Mortgage Asset Corporation Common Stock initially at a conversion price of $10.50, subject to adjustment upon the occurrence of certain events specified in the Articles Supplementary for Series B Cumulative Convertible Preferred Stock, a copy of which was filed as an exhibit to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 30, 2007. The current conversion price reflecting such adjustment is 6.2176 per share.
8. Immediately exercisable.
9. The Series B Cumulative Convertible Preferred Stock has no expiration date.
/s/ Joseph Lloyd McAdams 01/26/2021
** 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.
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