SEC Form 4 · accession 0001428205-17-000270
Armour Residential REIT, Inc. · ARR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey J Zimmer
Officer — Co-CEO and President · Director
Period of report
Nov 20, 2017
Accepted (ET)
Nov 22, 2017 · 9:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001428205
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2,F3,F4,F5 | — | Nov 20, 2017 | A | 122,000 | A | — | — | Common Stock | 122,000 | 122,000 | D |
Explanation of responses
- F1The reporting person was granted an aggregate of 122,000 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Second Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. 6,100 phantom shares will vest on February 20, 2018 with an additional 6,100 phantom shares vesting on each following May 20, August 20, November 20 and February 20, through November 20, 2022, at which time all phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.
- F2Upon ARMOUR Capital Management LP, ARMOUR's manager (the "Manager") voluntarily terminating its services with ARMOUR pursuant to the management agreement between ARMOUR and theManager (the "Management Agreement"), or ARMOUR terminating the Management Agreement for cause, all unvested phantom stock shall be forfeited by the reporting person. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's termination with the Manager due to death, disability, or ARMOUR terminating the Management Agreement without cause or for good reason. In the event the reporting person is terminated by the Manager without cause or for good reason, his unvested phantom stock will continue to vest in accordance with the schedule described in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
- F3In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfilment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
- F4The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.
- F5Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.