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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7.875% Series B Cumulative Redeemable Preferred Stock | (2) | (2) | (3) | Common Stock, par value $0.001 per share | 8,704.75 (2) (4) | 1,250 (4) | I | By Daughter |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOUNTAIN JAMES R 3001 OCEAN DRIVE SUITE 201 VERO BEACH, FL 32963 |
Chief Financial Officer |
/s/ James R. Mountain | 01/04/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On January 2, 2018, the reporting person elected to redeem 517 shares of vested phantom stock previously granted under ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan into 517 shares of ARMOUR's common stock. The 517 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013. |
(2) | Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series B Preferred Stock) of the issuer, the reporting person will have the right to convert the shares of Series B Preferred Stock into a number of shares of common stock of the issuer per share of Series B Preferred Stock equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series B Preferred Stock plus the amount of any accumulated and unpaid dividends by (y) the Common Stock Price (as defined in the Articles Supplementary relating to the Series B Preferred Stock); and (ii) 6.9638, subject to certain adjustments indicated in the Articles Supplementary relating to the Series B Preferred Stock. |
(3) | The Series B Preferred Stock has no expiration date. |
(4) | The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |