SEC Form 4 · accession 0001703644-17-000042
Granite Point Mortgage Trust Inc. · GPMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Capitol Acquisition Corp
10% Owner
TWO HARBORS INVESTMENT CORP.
10% Owner
TWO HARBORS OPERATING Co LLC
10% Owner
Period of report
Oct 19, 2017
Accepted (ET)
Oct 23, 2017 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001703644
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,F2,F3 | Oct 19, 2017 | P | 25,000 | $18.6284 | A | 33,475,845 | I | See footnote |
| Common stock, par value $0.01 per shareF1,F4,F3 | Oct 20, 2017 | P | 25,000 | $18.5006 | A | 33,500,845 | I | See footnote |
| Common stock, par value $0.01 per shareF5,F6 | Oct 20, 2017 | J | 33,071,000 | $0.00 | D | 429,845 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities were purchased by Capitol Acquisition Corp. ("Capitol"), a wholly owned indirect subsidiary of Two Harbors Investment Corp. ("Two Harbors"), pursuant to a rule 10b5-1 stock purchase plan that Two Harbors committed to adopt in connection with Granite Point Mortgage Trust Inc.'s ("Granite Point") formation transaction and initial public offering ("IPO"). As previously disclosed, Two Harbors does not intend to distribute any shares that Capitol acquires through the stock purchase plan to its stockholders as part of the Stock Dividend (defined below). Any shares of common stock purchased by Capitol pursuant to the stock purchase plan are subject to lock-up arrangements between Two Harbors and the IPO underwriters.
- F2Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.45 to $18.74. The reporting persons undertake to provide, upon request, full information regarding the shares purchased in such transactions.
- F3Prior to the execution of the Stock Dividend, the securities were held by wholly owned subsidiaries of Two Harbors, including 33,071,000 shares held by Two Harbors Operating Company LLC ("Operating Company") and 429,845 shares held by Capitol. In advance of the Distribution Date (defined below) for the Stock Dividend, the 33,071,000 shares held by Operating Company will be transferred to Two Harbors in order to effect the Stock Dividend.
- F4Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.41 to $18.71. The reporting persons undertake to provide, upon request, full information regarding the shares purchased in such transactions.
- F5On September 14, 2017, the Board of Directors of Two Harbors declared a special dividend (the "Stock Dividend") to distribute the 33,071,000 shares of Granite Point common stock acquired by Two Harbors in connection with the contribution of its commercial real estate portfolio to Granite Point. The Stock Dividend will be distributed on November 1, 2017 (the "Distribution Date"), on a pro rata basis, to Two Harbors common stockholders of record at the close of business on October 20, 2017 (the "Record Date").
- F6As a result of the Stock Dividend, all remaining reported securities are held by Capitol.