SEC Form 4 · accession 0000899243-18-029058
Ellington Residential Mortgage REIT · EARN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings III L.P.
10% Owner
Blackstone Holdings III GP L.P.
10% Owner
BTOA L.L.C.
10% Owner
BTO EARN Manager L.L.C.
10% Owner
Period of report
Nov 13, 2018
Accepted (ET)
Nov 15, 2018 · 7:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001560672
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Nov 13, 2018 | P | 7,000 | $10.79 | A | 3,012,829 | I | See Footnotes |
| Common StockF6,F2,F3,F4,F5 | Nov 14, 2018 | P | 14,911 | $10.84 | A | 3,027,740 | I | See Footnotes |
| Common StockF7,F2,F3,F4,F5 | Nov 15, 2018 | P | 4,001 | $10.78 | A | 3,031,741 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $10.76 to $10.83, inclusive. The Reporting Persons undertake to provide to Ellington Residential Mortgage REIT (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- F2These shares represent common shares of beneficial interest, $0.01 par value per share ("Common Shares") of the Issuer that are directly held by Blackstone Tactical Opportunities EARN Holdings L.L.C. ("EARN Holdings").
- F3BTO EARN Manager L.L.C. is the managing member of EARN Holdings. BTOA L.L.C. is the sole member of BTO EARN Manager L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.
- F4The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the Common Shares held by EARN Holdings.
- F5Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by EARN Holdings directly or indirectly controlled by it or him, but each (other than EARN Holdings to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $10.78 to $10.90, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $10.74 to $10.84, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.