0001140361-12-007465.txt : 20120213 0001140361-12-007465.hdr.sgml : 20120213 20120213171713 ACCESSION NUMBER: 0001140361-12-007465 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: SENTRY INVESTMENTS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Capital Mortgage Investment Corp. CENTRAL INDEX KEY: 0001516973 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 450907772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86367 FILM NUMBER: 12600327 BUSINESS ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-951-6122 MAIL ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sentry Select Capital Corp CENTRAL INDEX KEY: 0001430427 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 4100, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 BUSINESS PHONE: 416.861.8729 MAIL ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 4100, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 SC 13G/A 1 formsc13ga.htm SENTRY SELECT CAPITAL CORP SC 13GA 12-31-2011 formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 02)*

American Capital Mortgage Investment Corp.
(Name of Issuer)
 
Common stock, par value $0.01 per share
(Title of Class of Securities)
 
02504A104
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)

o Rule 13d-1(c)

o 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. 02504A104
13G
Page 2 of 8 Pages
 
 
1.
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Sentry Investments Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   o
 
(b)   o
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Province of Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
   
 
1015000
6.
SHARED VOTING POWER
   
 
n/a
7.
SOLE DISPOSITIVE POWER
   
 
1015000
8.
SHARED DISPOSITIVE POWER
   
 
n/a
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,015,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
10.1%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
CO

 
 
 
 
CUSIP No. 02504A104
13G
Page 3 of 8 Pages
 
 
1.
NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Sentry Select Capital Corp.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)   o
 
(b)   o
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Province of Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
 
 
1015000
6.
SHARED VOTING POWER
 
 
 
n/a
7.
SOLE DISPOSITIVE POWER
 
 
 
1015000
8.
SHARED DISPOSITIVE POWER
 
 
 
n/a
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,015,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
10.1%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO

 
 
 
 
CUSIP No. 02504A104
13G
Page 4 of 8 Pages
 
 
Item 1.

 
(a)
Name of Issuer
 
American Capital Mortgage Investment Corp.

 
(b)
Address of Issuer’s Principal Executive Offices
 
2 Bethesda Metro Center
 
14th Floor
 
Bethesda, MD
 
20814 US

Item 2.

 
(a)
Name of Person Filing
 
i) Sentry Investments Inc.
 
ii) Sentry Select Capital Corp.

 
(b)
Address of Principal Business Office or, if none, Residence
 
Commerce Court West
 
199 Bay Street, Suite 4100
 
PO Box 108
 
Toronto, Ontario M5L 1E2
 
Canada

 
(c)
Citizenship
 
i) Province of Ontario, Canada
 
ii) Province of Ontario, Canada

 
(d)
Title of Class of Securities
 
Common stock, par value $0.01 per share

 
(e)
CUSIP Number
 
02504A104

 
 
 
 
CUSIP No. 02504A104
13G
Page 5 of 8 Pages
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
x
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Investment fund manager and portfolio manager

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)
Amount beneficially owned:  1,015,000 shares of common stock beneficially owned by Sentry Investments Inc.  Sentry Investments Inc. is the wholly-owned subsidiary of Sentry Select Capital Corp.

 
(b)
Percent of class: 10.1

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 1,015,000

 
(ii)
Shared power to vote or to direct the vote: 0

 
(iii)
Sole power to dispose or to direct the disposition of: 1,015,000

 
(iv)
Shared power to dispose or to direct the disposition of: 0

 
 
 
 
CUSIP No. 02504A104
13G
Page 6 of 8 Pages
 
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
n/a
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
n/a
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
n/a
 
Item 8.
Identification and Classification of Members of the Group
 
n/a
 
Item 9.
Notice of Dissolution of Group
 
n/a

Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment fund managers and portfolio managers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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 that purpose or effect.
 
 
 
 
 
CUSIP No. 02504A104
13G
Page 7 of 8 Pages
 
 
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.

 
Sentry Investments Inc.
   
 
/s/ John F. Driscoll
 
(Signature)
   
 
John F. Driscoll, Chairman
 
(Name and Title)
   
 
February 13, 2012
 
(Date)
   
 
Sentry Select Capital
 
Corp.
   
 
/s/ John F. Driscoll
 
(Signature)
   
 
John F. Driscoll, Chairman
 
and Chief Executive
 
Officer
 
(Name and Title)
   
 
February 13, 2012
 
(Date)
 
 
 
 
 
CUSIP No. 02504A104
13G
Page 8 of 8 Pages
 
 
Agreement of Joint Filing
American Capital Mortgage Investment Corp.
Common stock, par value $0.01 per share

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this February 13, 2012.

 
Sentry Investments Inc.
   
 
/s/ John F. Driscoll
 
(Signature)
   
 
John F. Driscoll, Chairman
 
(Name and Title)
   
 
Sentry Select Capital
 
Corp.
   
 
/s/ John F. Driscoll
 
(Signature)
   
 
John F. Driscoll, Chairman
 
and Chief Executive
 
Officer
 
(Name and Title)