SEC Form 4 · accession 0001628280-16-019597
Ellington Financial Inc. · EFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald I Simon
Director
Period of report
Sep 13, 2016
Accepted (ET)
Sep 15, 2016 · 4:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411342
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common shares rep. limited liabiilty company interestsF1 | Sep 14, 2016 | M | 2,475 | $0.00 | A | 18,026 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3 | — | Sep 13, 2016 | A | 2,801 | A | — | — | Common Shares | 2,801 | 5,276 | D |
| LTIP UnitsF4,F2 | — | Sep 14, 2016 | M | 2,475 | D | — | — | Common Shares | 2,475 | 2,801 | D |
Explanation of responses
- F1The shares are held in the Simon Family Trust (the "Trust"). Mr. Simon is a trustee of the Trust. Mr. Simon and his wife are the beneficiaries of the Trust. Mr. Simon disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F2Represents a separate non-voting class of limited liability company interests ("LTIP Units") of Ellington Financial LLC (the "Company"), which are structured as profits interests. The LTIP Units were issued pursuant to, and are subject to the terms and conditions of, the Issuer's 2007 Incentive Plan for Individuals.
- F3The 2,801 LTIP Units remain forfeitable, subject to the reporting person's continued service as a member of the board of directors of the Company, until September 12, 2017. After the applicable forfeiture restrictions lapse, the LTIP Units may be converted at the election of the holder, into common shares representing limited liability interests of the Company ("Common Shares") on a one-for-one basis. The rights to convert LTIP Units into Common Shares do not have expiration dates.
- F4Represents the conversion of outstanding vested LTIP Units into common shares pursuant to the terms thereof. The conversion does not represent or involve a disposition for value. The 2,475 LTIP Units became convertible on September 14, 2016. The rights to convert LTIP Units into Common Shares do not have expiration dates.