-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5Xt3LvqlJTbtwlny6cCIUiKpMvOLAJ1vM7CLBSoWJJRIUay7p36YH56bRf2Hiym 925gH6fTq2RPuAT9z7jIKQ== 0000919574-08-003486.txt : 20080527 0000919574-08-003486.hdr.sgml : 20080526 20080527162651 ACCESSION NUMBER: 0000919574-08-003486 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFA MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0001055160 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133974868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77973 FILM NUMBER: 08861044 BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076400 MAIL ADDRESS: STREET 1: 350 PARK AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA FIRST MORTGAGE INVESTMENTS INC DATE OF NAME CHANGE: 19980211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001279097 IRS NUMBER: 522280947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 717 5TH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124217002 MAIL ADDRESS: STREET 1: 717 5TH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AW ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20040206 SC 13G 1 d886713_13-g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* MFA Mortgage Investments, Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 55272X102 - -------------------------------------------------------------------------------- (CUSIP Number) May 16, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 55272X102 --------------------- 1. NAMES OF REPORTING PERSONS Wesley Capital Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2280947 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 10,893,874 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 10,893,874 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,893,874 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.18% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 55272X102 --------------------- 1. NAMES OF REPORTING PERSONS Arthur Wrubel I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 10,893,874 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 10,893,874 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,893,874 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.18% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 55272X102 --------------------- 1. NAMES OF REPORTING PERSONS John Khoury I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 10,893,874 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 10,893,874 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,893,874 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.18% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 55272X102 --------------------- Item 1(a). Name of Issuer: MFA Mortgage Investments, Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 350 Park Avenue, 21st Floor, New York, New York 10022 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: This Schedule 13G is being jointly filed by Wesley Capital Management, LLC (the "Management Company"), Mr. Arthur Wrubel and Mr. John Khoury. The shares of Common Stock of the Issuer are being held in the account of three private investment funds and one managed account (collectively, the "Funds"). The Management Company serves as investment manager or advisor of the Funds. Mr. Wrubel, Mr. Khoury and the Management Company are referred to in this Schedule 13G as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated May 27, 2008, a copy of which is filed with this Schedule 13 as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(i) of the Act. -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: The address of the principal business office of each Reporting Person is 717 5th Avenue, 14th Floor, New York, NY 10022. -------------------------------------------------------------------- (c). Citizenship: The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Wrubel is a United States citizen. Mr. Khoury is a Canadian citizen. -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- (e). CUSIP Number: 55272X102 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. A. Wesley Capital Management, LLC (a) Amount beneficially owned: 10,893,874 (b) Percent of class: 7.18% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 10,893,874 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 10,893,874 B. Arthur Wrubel (a) Amount beneficially owned: 10,893,874 (b) Percent of class: 7.18% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 10,893,874 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 10,893,874 C. John Khoury (a) Amount beneficially owned: 10,893,874 (b) Percent of class: 7.18% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 10,893,874 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 10,893,874 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 27, 2008 ---------------------------------------- (Date) Wesley Capital Management, LLC* By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member By: /s/ Arthur Wrubel* ---------------------------------------- Arthur Wrubel, individually By: /s/ John Khoury* ---------------------------------------- John Khoury, individually * The Reporting Person disclaims beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated May 27, 2008 relating to the Common Stock of MFA Mortgage Investments, Inc. shall be filed on behalf of the undersigned. Wesley Capital Management, LLC By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member By: /s/ Arthur Wrubel ---------------------------------------- Arthur Wrubel, individually By: /s/ John Khoury ---------------------------------------- John Khoury, individually SK 22283 0001 886713 -----END PRIVACY-ENHANCED MESSAGE-----