SEC Form 4 · accession 0001428205-18-000016
Armour Residential REIT, Inc. · ARR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Mountain
Officer — Chief Financial Officer
Period of report
Jan 2, 2018
Accepted (ET)
Jan 4, 2018 · 5:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001428205
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Jan 2, 2018 | M | 517 | — | A | 19,579 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.875% Series B Cumulative Redeemable Preferred StockF4,F2,F3 | — | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 8,705 | 1,250 | I |
Explanation of responses
- F1On January 2, 2018, the reporting person elected to redeem 517 shares of vested phantom stock previously granted under ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan into 517 shares of ARMOUR's common stock. The 517 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013.
- F2Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series B Preferred Stock) of the issuer, the reporting person will have the right to convert the shares of Series B Preferred Stock into a number of shares of common stock of the issuer per share of Series B Preferred Stock equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series B Preferred Stock plus the amount of any accumulated and unpaid dividends by (y) the Common Stock Price (as defined in the Articles Supplementary relating to the Series B Preferred Stock); and (ii) 6.9638, subject to certain adjustments indicated in the Articles Supplementary relating to the Series B Preferred Stock.
- F3The Series B Preferred Stock has no expiration date.
- F4The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.