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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 12/14/2023 | A | 1,424,782 (5) | (5) | (5) | Class A Common Stock | 1,424,782 (5) | $ 0 | 2,209,096 (5) | D | ||||
| Restricted Stock Units | (5) | 12/14/2023 | F | 869,280 (6) | (5) | (5) | Class A Common Stock | 869,280 | (5) | 1,339,816 | D | ||||
| Restricted Stock Units | (7) | 12/14/2023 | D | 1,339,816 (7) | (7) | (7) | Class A Common Stock | 1,339,816 | (7) | 0 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TONKEL J ROCK JR C/O ARLINGTON ASSET INVESTMENT CORP. 6862 ELM STREET, SUITE 320 MCLEAN, VA 22101 |
X | President and CEO | ||
| D. Scott Parish, Attorney-in-Fact | 12/18/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted restricted shares of the Issuer's Class A common stock. |
| (2) | Based on the closing price of the Issuer's Class A common stock as reported on the New York Stock Exchange as of the date of vesting. |
| (3) | On December 14, 2023, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2023 (the "Agreement"), by and among the Issuer, Ellington Financial Inc., a Delaware corporation ("Parent"), EF Merger Sub Inc., a Virginia corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), and solely for the limited purposes set forth in the Agreement, Ellington Financial Management LLC, a Delaware limited liability company ("EFC Manager"), the Issuer merged with and into Merger Sub with Merger Sub continuing as the surviving corporation and a subsidiary of Parent (the "Merger"). |
| (4) | Pursuant to the Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) from Parent, 0.3619 shares of Parent's common stock, with fractional shares paid out in cash, and (ii) from EFC Manager, $0.09 in cash (the "Per Share Common Merger Consideration"). In addition, immediately prior to the Effective Time, each outstanding restricted share of the Issuer's Class A common stock held by the reporting person became fully vested and all restrictions and limitations with respect thereto lapsed and, as of the Effective Time, was converted into the right to receive the Per Share Common Merger Consideration. |
| (5) | Represents performance restricted stock units ("Performance RSUs") granted to the reporting person pursuant to the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan that were earned upon the achievement of certain performance goals or the change in control of the Issuer resulting from the Merger. Each Performance RSU represents the right to receive one share of the Issuer's Class A common stock. Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person became earned and fully vested (A) with respect to 640,468 Performance RSUs, based on the achievement of the applicable performance goals at the maximum performance level and (B) with respect to 784,314 Performance RSUs, based on the achievement of the applicable performance goals at the actual level of performance in connection with the Merger. |
| (6) | Represents Performance RSUs withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted Performance RSUs. |
| (7) | Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration |