SEC Form 4 · accession 0001209191-18-050419
MTGE Investment Corp. · MTGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M. Couch
Director
Period of report
Sep 7, 2018
Accepted (ET)
Sep 11, 2018 · 1:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001516973
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | Sep 7, 2018 | D | 15,505 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF2 | Sep 7, 2018 | D | 11,930 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF3 | Sep 7, 2018 | D | 7,300 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the completion on September 7, 2018 of the previously-announced merger (the "Merger") of MTGE Investment Corp., a Maryland corporation (the "Company"), with Mountain Merger Sub Corporation ("Purchaser"), a wholly owned subsidiary of Annaly Capital Management, Inc. ("Parent"), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 2, 2018 (the "Merger Agreement"), by and among Parent, Purchaser and the Company, at the effective time of the Merger, the restricted stock units were cancelled and converted into the right to receive $9.82 in cash and 0.9519 shares of Parent common stock in respect of each restricted stock unit, less applicable tax.
- F2Represents common stock held in a director nominee account awarded for previously vested restricted stock units and elected to be exchanged for the right to receive $9.82 in cash and 0.9519 shares of Parent common stock per share of Company common stock.
- F3Mr. Couch elected the all-stock consideration in the exchange offer and will receive consideration in the form of $19.65 in cash for each share not accepted for the all-stock election due to proration and 1.9037 shares of Annaly common stock per share of MTGE common stock for shares that were accepted for the all-stock election.