SEC Form 4 · accession 0001628280-18-015102
Ellington Financial Inc. · EFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chris Smernoff
Officer — Chief Accounting Officer
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411342
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP LTIP UnitsF1,F2 | — | Dec 11, 2018 | A | 6,782 | A | — | — | Common Units | 6,782 | 6,782 | D |
| LTIP UnitsF3,F4 | — | holding | — | — | — | — | — | Common shares rep. limited liabiilty company interests | 12,881 | 12,881 | D |
Explanation of responses
- F1Represents a separate non-voting class of limited liability company interests, which are structured as profits interests ("OP LTIP Units") of Ellington Financial Operating Partnership LLC (the "Operating Partnership"), the operating partnership of Ellington Financial LLC (the "Company").
- F23,391 of the OP LTIP Units will vest one year from the date of grant and the remaining 3,391 of the OP LTIP units will vest two years from the date of grant. The OP LTIP Units may be converted, upon lapse of the vesting restrictions described above, at the election of the holder, or at any time at the election of the Company, into limited liability company interests of the Operating Partnership designated as common units ("Common Units") on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of common shares representing limited liability company interests of the Company ("Common Shares") or for the cash value of such Common Shares, at the Company's election. The OP LTIP Units were issued pursuant to, and are subject to the terms and conditions of, the Company's 2017 Equity Incentive Plan (the "2017 Plan").
- F3Represents a separate non-voting class of limited liability company interests (the "EFC LTIP Units") of the Company, which are structured as profits interests.
- F4All of the EFC LTIP Units have vested. The EFC LTIP Units may be converted at the election of the holder into Common Shares on a one-for-one basis. The EFC LTIP Units were issued pursuant to, and are subject to the terms and conditions of, the Company's 2007 Incentive Plan for Individuals or the 2017 Plan, as applicable. The right to convert EFC LTIP Units into Common Shares does not have an expiration date.
Remarks
Exhibit 24 - Power of Attorney