SEC Form 4 · accession 0001465740-18-000105
TWO HARBORS INVESTMENT CORP. · TWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Stern
Director
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 5:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001465740
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1 | Jul 31, 2018 | A | 5,654 | $15.50 | A | 5,654 | D | |
| Common stock, par value $0.01 per shareF2 | Jul 31, 2018 | A | 63,348 | $15.50 | A | 69,002 | D | |
| Common stock, par value $0.01 per shareF2 | Jul 31, 2018 | A | 7,799 | $15.50 | A | 7,799 | I | Shares Held in trust for which the reporting person's brother is trustee. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a common stock award for service as a director, issued under Two Harbors Investment Corp.'s Second Restated 2009 Equity Incentive Plan.
- F2On July 31, 2018, pursuant to the Agreement and Plan of Merger, dated April 25, 2018 (the "Merger Agreement"), among the Issuer, Eiger Merger Subsidiary LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), and CYS Investments, Inc. ("CYS"), Merger Sub merged with and into CYS (the "Merger"), with CYS surviving the Merger as a wholly owned subsidiary of the Issuer. At the effective time of the merger, each share of CYS common stock outstanding immediately prior to the effective time was converted into the right to receive 0.4680 shares of Two Harbors common stock as well as cash consideration of $0.0965 per share. As of the date of this report, the final merger consideration allocable to the reporting person is not available. The reporting person undertakes to amend the report if the number of shares resulting from the final calculation differs materially from the estimated number of shares reported as beneficially owned herein.