Statement of Changes in Beneficial Ownership (4)
28 May 2020 - 6:17AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ULM SCOTT |
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc.
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ARR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-CEO and CIO |
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(Last)
(First)
(Middle)
3001 OCEAN DRIVE, SUITE #201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2020 |
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(Street)
VERO BEACH, FL 32963
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.001 per share | 5/22/2020 | | M | | 11700 (1) | A | $0 | 166564 | D | |
| Common Stock, par value $0.001 per share | 5/22/2020 | | D | | 4650 (1) | D | $8.16 | 161914 | D | |
| Common Stock, par value $0.001 per share | | | | | | | | 80000 (2) | I | By ARMOUR Capital Management LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Phantom Stock | (3) | 5/22/2020 | | M | | | 11700 (1) | (1) | (1) | Common Stock | 11700.0 | $0 | 156400 (1) | D | |
| Explanation of Responses: |
| (1) | On May 22, 2020, the reporting person elected to convert 7,050 shares out of 11,700 shares of vested phantom stock into 7,050 shares of ARMOUR common stock. The person elected to convert the remaining 4,650 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 11,700 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on November 22, 2017 and January 16, 2020, and phantom stock vesting over a two-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on May 19, 2020. |
| (2) | The reported shares were purchased and are owned directly by ARMOUR Capital Management LP ("ACM"), a limited partnership that is the external manager of the issuer. The shares have been reported in the aggregate for both Mr. Ulm herein and Mr. Jeffrey Zimmer, a Co-CEO of the issuer, in a separate Form 4 report. Mr. Ulm is the sole controlling member of Stacumny LLC, which is one of the general partners of ACM, along with an entity controlled by Mr. Zimmer. Mr. Ulm disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| (3) | Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ULM SCOTT
3001 OCEAN DRIVE
SUITE #201
VERO BEACH, FL 32963 | X |
| Co-CEO and CIO |
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Signatures
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| /s/ Scott J. Ulm | | 5/27/2020 |
| **Signature of Reporting Person | Date |
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