Statement of Changes in Beneficial Ownership (4)
03 February 2021 - 9:40AM
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
*
Sandberg Rebecca B |
2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP.
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TWO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel and Secretary |
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(Last)
(First)
(Middle)
TWO HARBORS INVESTMENT CORP., 601 CARLSON PARKWAY, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2021 |
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(Street)
MINNETONKA, MN 55305
(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 $0.01 per share | 1/29/2021 | | S(1) | | 8697 (2) | D | $6.0216 (3) | 202208 (4) | D | |
| Common stock, par value $0.01 per share | 2/1/2021 | | S(1) | | 17190 (2) | D | $6.0822 (5) | 185018 (4) | D | |
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 |
| Explanation of Responses: |
| (1) | The transactions reported on this Form 4 were effected pursuant to trading instructions given by the reporting person on February 9, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| (2) | The reporting person sold the shares to satisfy income tax liabilities incurred as a result of vestings that occurred on January 28, 2021 and January 29, 2021 of restricted stock awards previously granted to the reporting person. |
| (3) | Per share price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $5.95 to $6.07. The reporting person undertakes to provide, upon request, full information regarding the shares sold in such transactions. |
| (4) | The reporting person's beneficial ownership amount has been reduced by 222 shares to reflect an administrative error on the part of the reporting person's broker. As a result of this error, the Form 4 filed by the reporting person on January 31, 2020 understated the number of shares sold to pay taxes due upon the vesting of a restricted stock award. |
| (5) | Per share price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $6.06 to $6.11. The reporting person undertakes to provide, upon request, full information regarding the shares sold in such transactions. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sandberg Rebecca B
TWO HARBORS INVESTMENT CORP.
601 CARLSON PARKWAY, SUITE 1400
MINNETONKA, MN 55305 |
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| General Counsel and Secretary |
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Signatures
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| /s/ Rebecca B. Sandberg | | 2/2/2021 |
| **Signature of Reporting Person | Date |
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