0000921895-15-002784.txt : 20151214 0000921895-15-002784.hdr.sgml : 20151214 20151214171901 ACCESSION NUMBER: 0000921895-15-002784 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20151214 DATE AS OF CHANGE: 20151214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAVELIN MORTGAGE INVESTMENT CORP. CENTRAL INDEX KEY: 0001552890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 455517523 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87204 FILM NUMBER: 151286727 BUSINESS ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 BUSINESS PHONE: 772-617-4340 MAIL ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOLVERINE ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001279891 IRS NUMBER: 020611276 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 175 W. JACKSON STREET 2: SUITE 340 CITY: CHICAGO STATE: IL ZIP: 60064 BUSINESS PHONE: 3128844400 MAIL ADDRESS: STREET 1: 175 WEST JACKSON STREET 2: SUITE 340 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D 1 sc13d10407004a_12142015.htm SCHEDULE 13D sc13d10407004a_12142015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
(Amendment No.  )1
 
JAVELIN Mortgage Investment Corp.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

47200B 10 4
(CUSIP Number)

KENNETH NADEL
WOLVERINE ASSET MANAGEMENT, LLC
175 W. JACKSON BLVD., SUITE 340
CHICAGO, ILLINOIS 60604
(312) 884-4400

ANDREW FREEDMAN, ESQ.
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 4, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . o
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)

____________________ 
1           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 disclosures provided in a prior cover page.
 
The information required on 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 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. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
WOLVERINE ASSET MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (see Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
605,017
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
605,017
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
605,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IA

 
2

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
WOLVERINE HOLDINGS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
611,545*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
611,545*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
611,545*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%*
14
TYPE OF REPORTING PERSON
 
HC

*
Includes (i) 5,800 shares of common stock receivable upon exercise of options issued by the Issuer and (ii) 728 shares of common stock of the Issuer.

 
3

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
WOLVERINE TRADING PARTNERS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (see Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
611,545*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
611,545*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
611,545*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%*
14
TYPE OF REPORTING PERSON
 
CO/HC

*
Includes (i) 5,800 shares of common stock receivable upon exercise of options issued by the Issuer and (ii) 728 shares of common stock of the Issuer.

 
4

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
CHRISTOPHER L. GUST
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (see Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
611,545*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
611,545*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
611,545*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%*
14
TYPE OF REPORTING PERSON
 
IN/HC

*
Includes (i) 5,800 shares of common stock receivable upon exercise of options issued by the Issuer and (ii) 728 shares of common stock of the Issuer.

 
5

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
ROBERT R. BELLICK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (see Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
611,545*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
611,545*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
611,545*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%*
14
TYPE OF REPORTING PERSON
 
IN/HC

*
Includes (i) 5,800 shares of common stock receivable upon exercise of options issued by the Issuer and (ii) 728 shares of common stock of the Issuer.

 
6

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
STEVE JOUNG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,500*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,500*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,500*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
*
Consists of shares held directly by Archon Capital LLC, an affiliate of Mr. Joung. Mr. Joung may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Joung may be deemed to beneficially own such shares.
 
 
7

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
ERIC W. MUEHLHAUSER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
OLOF S. NELSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
NORMAN J. RICE, III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
DONALD J. TRINGALI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
11

 
CUSIP NO. 47200B 10 4
 
1
NAME OF REPORTING PERSON
 
JOHN D. ZIEGELMAN 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 --
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
0%
14
TYPE OF REPORTING PERSON 
 
 IN
 
 
12

 
CUSIP NO. 47200B 10 4
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the common stock, par value $0.001 per share (the “Shares”), of JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3001 Ocean Drive, Suite 201, Vero Beach, Florida  32963.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Wolverine Asset Management, LLC, an Illinois limited liability company (“WAM”), as the investment manager of Wolverine Flagship Fund Trading Limited (“Flagship”);
 
 
(ii)
Wolverine Holdings, L.P., an Illinois limited partnership (“WH”), as the sole member and manager of WAM, and the sole member and manager of Wolverine Trading, LLC (“WT”);
 
 
(iii)
Wolverine Trading Partners, Inc., an Illinois corporation (“WTP”), as the sole general partner of WH;
 
 
(iv)
Christopher L. Gust, as a control shareholder of WTP;
 
 
(v)
Robert R. Bellick, as a control shareholder of WTP;
 
 
(vi)
Steve Joung, as a nominee for the Board;
 
 
(vii)
Eric W. Muehlhauser, as a nominee for the Board;
 
 
(viii)
Olof S. Nelson, as a nominee for the Board;
 
 
(ix)
Norman J. Rice, III, as a nominee for the Board;
 
 
(x)
Donald J. Tringali, as a nominee for the Board; and
 
 
(xi)
John D. Ziegelman, as a nominee for the Board;
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
 
13

 
CUSIP NO. 47200B 10 4
 
(b)           The address of the principal office of each of WAM, and Messrs. Gust, Muehlhauser and Ziegelman is 175 W. Jackson Blvd., Suite 340, Chicago, Illinois 60604. The principal business address of each of WH, WTP and Mr. Bellick is 175 W. Jackson Blvd., Suite 200, Chicago, Illinois 60604. The principal business address of Mr. Joung is 640 North LaSalle Drive, Suite 638, Chicago, Illinois 60654. The principal business address of Mr. Nelson is C/O CMG, 98 East Avenue, Norwalk, Connecticut 06851. The principal business address of Mr. Rice is One Middle Street, Suite 4, Portsmouth, New Hampshire 03801.  The principal business address of Mr. Tringali is 1551 E Paseo Pavon, Tucson, Arizona 85718.
 
(c)           The principal business of WAM is serving as the investment manager of affiliated private investment funds. The principal business of WH is serving as the sole member and manager of WAM. The principal business of WTP is serving as the sole general partner of WH. The principal occupation of each of Messrs. Bellick and Gust is serving as the controlling shareholders of WTP. The principal occupation of Mr. Joung is serving as the Chief Executive Officer of Pangea Properties REIT and Pangea Equity Partners, which own and operate over 11,000 apartments throughout Chicago, Indianapolis and Baltimore. The principal occupation of Mr. Muehlhauser is serving as a portfolio manager for WAM. The principal occupation of Mr. Nelson is serving as the Chief Executive Officer of Consolidated Management Group, Inc., a full-service property management company. The principal occupation of Mr. Rice is serving as Managing Partner of New Castle Capital Group, LLC, a private equity firm specializing in divestiture, management buyout and exit opportunities. The principal occupation of Mr. Tringali is serving as the Chief Executive Officer of Augusta Advisory Group, a boutique financial and business advisory firm. The principal occupation of Mr. Ziegelman is serving as a portfolio manager for WAM.
 
(d)           No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as follows. WAM is subject to an SEC administrative order dated October 8, 2015, File No. 3-16890. Without admitting or denying the findings in the Order that WAM violated Section 204A of the Investment Advisers Act of 1940, WAM has agreed to cease and desist from committing or causing any future violations of such provision, disgorge profits of approximately $365,000 and pay prejudgment interest of approximately $39,000, and pay a civil penalty of $375,000. No fines or disgorgements have been paid by WAM’s advisory clients and WAM and its affiliates took prompt steps to enhance policies and procedures relating to information barriers. The Order did not include any finding that (i) the trading itself by WAM was improper, (ii) any individuals at WAM committed any violations of the federal securities laws, or (iii) there was any harm to any WAM investor.
 
(f)           Each of Messrs. Bellick, Gust, Joung, Muehlhauser, Ziegelman, Nelson, Rice, and Tringali is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased for the accounts of each of Flagship and WT were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The Shares reported herein for WAM, sole member and manager, were purchased for the account of Flagship, a private investment fund managed by WAM. A total of approximately $6,317,060 was paid for the 605,017 Shares, excluding brokerage commissions. The Shares reported herein for WH, sole member and manager, were purchased for the account of WT, an options and ETF market maker.  A total of approximately $4,499 was paid for the 728 Shares, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 4,400 Shares beneficially owned by WT, as further described in Item 6 below, is approximately $440, excluding brokerage commissions. The aggregate purchase price of certain put options exercisable into 1,400 Shares beneficially owned by WT, as further described in Item 6 below, is approximately $662, excluding brokerage commissions.
 
 
14

 
CUSIP NO. 47200B 10 4
 
The Shares purchased by Mr. Joung were purchased by an affiliate using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market with personal funds, except as otherwise noted in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,500 Shares beneficially owned by Mr. Joung is approximately $15,350, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

During the past seven months, including over the past week, the Reporting Persons have engaged in a dialogue with the Issuer’s management and Board of Directors (the “Board”) regarding the Reporting Persons’ serious concerns with the Issuer and activities the Issuer should be taking to enhance shareholder value. Specifically, the Reporting Persons have expressed their view that management cannot deliver value based on the foregoing: (i) a consistent record of underperformance, (ii) a fee structure that is in direct conflict with shareholder interests, and (iii) conflicts of interest within management and the current Board.  The Reporting Persons were pleased to see the Issuer’s announcement on December 14, 2015 that the Board has increased the Issuer’s buy-back authority to 2,000,000 Shares and has agreed to implement certain expense reduction measures. The Reporting Persons note that the deadline under the Issuer’s Bylaws for shareholders of the Issuer to submit nominations of director candidates for election to the Board at the Issuer’s 2016 Annual Meeting is December 15, 2015 (the “Nomination Deadline”).  On December 14, 2015, the Reporting Persons discussed with the Issuer the benefits of extending the Nomination Deadline so that the parties could continue their constructive dialogue in furtherance of reaching a positive outcome that would be in everyone’s best interests.   The Board declined to extend the Nomination Deadline.
 
In order to preserve its rights to seek to reconstitute the Issuer’s Board at the 2016 Annual Meeting, Flagship will be delivering a letter on December 15, 2015 (the “Nomination and Stockholder Proposal Letter”) to the Issuer nominating a slate of six (6) highly qualified director candidates, whom include Steve Joung, Eric W. Muehlhauser, Olof S. Nelson, Norman J. Rice, III, Donald J. Tringali, and John D. Ziegelman, (collectively, the “Nominees”), for election to the Board at the Issuer’s 2016 Annual Meeting. The Reporting Persons have informed the Board that they are willing to continue their discussions in furtherance of reaching a mutually agreeable resolution. The Reporting Persons intend to closely monitor the situation at the Issuer, including the Issuer’s activities in connection with the expanded share repurchase program and the market’s response thereto.  

Flagship’s highly-qualified nominees include:

Steve Joung has served as the Chief Executive Officer of Pangea Properties REIT and Pangea Equity Partners, both of which Mr. Joung co-founded, which own and operate over 11,000 apartments throughout Chicago, Indianapolis and Baltimore, since February 2009. From February 2005 to February 2009, Mr. Joung served as Chief Operating Officer at Chicago-based technology start-up, Enova Financial, until its eventual sale to Cash America International (NYSE: CSH) in 2008. Prior to his start-up career, Mr. Joung graduated from the Financial Management Program at GE Capital Commercial Finance in January 2005. Since January 2014, he has served on the Board of Avant Credit Corp (Avant.com), an online marketplace lending platform. Since April 2014, Mr. Joung has served on the Board of the Chicagoland Apartment Association, a professional trade association that represents owners and operators of rental housing in the metropolitan Chicago market. Since March 2014, Mr. Joung has been a member of the Chicago Chapter of YPO, a global network of young chief executives. Mr. Joung received his Bachelor of Science in Finance from the University of Illinois at Urbana-Champaign. The Nominating Stockholder believes Mr. Joung’s executive experience leading REITs qualifies him to serve on the Board.
 
 
15

 
CUSIP NO. 47200B 10 4
 
Eric W. Muehlhauser has served as a portfolio manager for Wolverine Asset Management LLC since April 2013, responsible for investments in mortgage-backed securities (“MBS”) and mortgage REITs (“MREITs”). From May 2010 to March 2013, Mr. Muehlhauser served as a portfolio manager for Fort Sheridan Advisors LLC, an employee owned hedge fund sponsor, where he managed opportunistic MBS funds. From January 2010 to May 2010, he worked in Institutional Sales for ICP Securities LLC, a structured products brokerage. From February 2006 to May 2009, he served as a portfolio manager of a $7 billion MBS portfolio at Deerfield Capital Management LLC, an investment advisor that managed CDOs, hedge funds and a publicly traded MREIT. From August 2003 to February 2006, he served as an MBS & whole loan trader for Goldman, Sachs & Co., a leading global investment banking, securities and investment management firm. Previously, Mr. Muehlhauser served as an officer in the United States Navy. Mr. Muehlhauser received his BS in Mathematics from the Massachusetts Institute of Technology and his MBA from the University of Chicago. The Nominating Stockholder believes that Mr. Muehlhauser’s extensive experience with MREITs and MBS will make him a valuable addition to the Board.
 
Olof S. Nelson has served as the Chief Executive Officer and as a director of Consolidated Management Group, Inc. a full-service property management company since January 2006. From 2004 to 2008 Mr. Nelson served as Managing Partner of Deermeadow Capital, LLC, which focuses on investments in the real estate and water-related industries. From 2004 to 2005 he was a Senior Advisor to Richard C. Breeden & Co. which provides financial advisory, corporate governance and regulatory consulting services. From February 2002 to April 2004, he was a Managing Director and Senior Marketing Advisor to The Citigroup Private Bank. Mr. Nelson was President of Bankers Trust Company Connecticut, Ltd. (BTCC) from January 1997 through January 2002. Prior to BTCC he was the founding Chairman and CEO of Consolidated Hydro, Inc., an independent owner/operator of hydroelectric power plants in North America from 1980 to 1996. Mr. Nelson served on the Board of Directors of Sunterra Corporation, previously one of the largest global vacation ownership companies from 2004 to 2007. From 2000 to 2002, Mr. Nelson served on the Board of Equivest Finance, Inc. Mr. Nelson graduated as 1st Lieutenant from The Royal Swedish Naval Academy and received his Master of Political Science from the University of Stockholm. The Nominating Stockholder believes that Mr. Nelson’s experience as an executive officer coupled with his management, sales, business development and asset management experience would make him a valuable addition to the Board.
 
Norman J. Rice, III, is the Executive Vice President of Corporate Development and Global Marketing since May, 2015. Previously, Mr. Rice was the SVP of Corporate Development since January, 2015. Prior to joining Extreme Networks, Mr. Rice was the Managing Partner of New Castle Capital LLC, a private equity firm specializing in divestiture, management buyout and exit opportunities for organizations in the middle market since July 2010. From June 2005 until March 2009, Mr. Rice was the Vice President of the Communications, Media and Entertainment (CME) Vertical Business Unit of CA, Inc. (n/k/a CA Technologies, Inc.) (NASDAQ: CA), an independent enterprise information technology management software and solutions company. From March 2005 until June 2005, Mr. Rice served as Vice President of Business Development of the Aprisma Management Technologies Business Unit of Concord Communications, Inc., a provider of network service management software solutions, until its acquisition by CA, Inc. in June 2005. Prior to that, Mr. Rice was the Vice President of Business and Corporate Development at Aprisma, from January 2002 until its acquisition by Concord in February 2005. From May 2000 until October 2001, Mr. Rice was the Director of Software Solutions and Business Development of HoustonStreet Exchange, Inc., a subsidiary of BayCorp Holdings, Ltd. (AMEX: MWH). Mr. Rice also served in technology consulting and business development roles in the United States and Europe for MicroStrategy, Inc. (NASDAQ: MSTR), from March 1999 to May 2000. Currently, Mr Rice serves as a Director for DSP Group (NASDAQ: DSPG) since June 2012 where he serves on the Governance and Audit committees. In addition, Mr. Rice served as an Advisory Board Member of vKernel (n/k/a Quest Software), a then leading provider of performance and capacity management software that ensures vm performance of VMware, Hyper-V and Red Hat environments from June 2009 to January 2011. Mr. Rice has also served on the Board of Directors of Nitro Security Inc. (n/k/a McAfee, Inc.), a then leading provider of security information and event management (SIEM) solutions that provides complete visibility and situational awareness to protect critical information and infrastructure, from July 2007 to September 2008. Mr. Rice has worked for leading private investment firms that focus on enhancing stockholder value for technology related businesses, including as a manager in a Gores Technology Group business from September 2002 until March 2005, as a consultant for The Gores Group, LLC from June 2006 until May 2007 and as a consultant to Marlin Equity Partners, LLC from May 2007 to April 2008. Mr. Rice holds Master’s degrees in Engineering and Management from Dartmouth College and a Bachelor of Science from the University of Michigan. The Nominating Stockholder believes that Mr. Rice’s extensive experience as a strategic leader with a unique combination of operational and financial expertise would make him a valuable addition to the Board.
 
 
16

 
CUSIP NO. 47200B 10 4
 
Donald J. Tringali has served as the Chief Executive Officer of Augusta Advisory Group, a boutique financial and business advisory firm since March 2001. From June 1996 to March 2001, he served as Executive Vice President of Telemundo, an American Spanish-language broadcast television network. Since October 2006, Mr. Tringali has served as a Director for Caribbean Broadcasting Company, a privately-held company that provides US network television programming to Puerto Rico and other Caribbean media markets. Since 2012, Mr. Tringali has served as a Director for Paragon Space Development Corporation, a privately-held company that provides specialized engineering, manufacturing, and testing services to government and non-government clients. From May 2010 to December 2013, Mr. Tringali served as the Chairman of the Board of Directors of National Technical Systems, Inc., a leading testing and engineering services firm. While at National Technical Systems, Inc., Mr. Tringali also served as Vice Chairman from June 2006 to May 2010, and as a director from June 1999. From August 2012 to May 2013, Mr. Tringali served as a Director for the Bank of Tucson, a financial institution that offers lending, cash management and other financial services to personal and business clients. Mr. Tringali received a Bachelor of Arts from UCLA and a Doctorate in Jurisprudence from Harvard Law School. The Nominating Stockholder believes that Mr. Tringali’s extensive prior experience which includes consulting and C-level executive work with various businesses and organizations, experience as a lawyer, and broad knowledge of mergers, acquisitions, legal, financial and governance matters affecting public companies provide substantial support for his nomination and service as a director of the Company.
 
John D. Ziegelman has served as a portfolio manager for Wolverine Asset Management, LLC since January 2013. Prior to joining Wolverine, Mr. Ziegelman was the founder and CEO of Carpe Diem Capital Management, a privately owned hedge fund sponsor, from September 2001 to December 2012. Prior to Carpe Diem, John was the co-founder of Castle Creek Partners, a privately owned hedge fund sponsor, between January 1997 and April 2000, Mr. Ziegelman served as the co-CEO and CIO. Both firms were engaged in private placements and corporate restructurings. Prior to Castle Creek Partners, Mr. Ziegelman worked at Citadel Investment Group, a global financial institution and spent most of his early career as an investment banker, working for both Shearson Lehman Brothers between and Kidder, Peabody & Co. in their real estate and corporate finance/M&A departments. Mr. Ziegelman has served as a Director for RLJ Entertainment (NASDAQ: RLJE) since May 2015. He was the former Chairman of the Board of Sunterra Corporation until its sale in early 2007. Mr. Ziegelman graduated from the University of Michigan in 1986 with a BA in Philosophy and Classical Archaeology and earned an MBA from the University of Chicago in 1993. The Nominating Stockholder believes that Mr. Ziegelman’s extensive knowledge of the capital markets as a result of his investment background, along with his experience in senior executive positions would make him a valuable asset to the Board.
 
 
17

 
CUSIP NO. 47200B 10 4
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) continuing to engage in communications with management and the Board regarding ways to improve shareholder value, (ii) engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, (iii) making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), liquidation of the Issuer’s portfolio with a distribution of the proceeds to shareholders, or suggestions for improving the Issuer’s financial and/or operational performance, (iv) purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or (v) changing their intention with respect to any and all matters referred to in Item 4.

Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 11,924,443 Shares outstanding, as of November 5, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.
 
A.
WAM
 
 
(a)
WAM, as the investment manager of Flagship, may be deemed the beneficial owner of the 605,017 Shares owned by Flagship.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 605,017
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 605,017

 
(c)
WAM has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by Flagship during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
B.
WH
 
 
(a)
WH, as the sole member and manager of WAM, and the sole member and manager of WT, may be deemed the beneficial owner of the (i) 605,017 Shares owned by WAM and (ii) 6,528 Shares owned by WT.
 
Percentage: Approximately 5.1%
 
 
18

 
CUSIP NO. 47200B 10 4
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 611,545
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 611,545

 
(c)
WH has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by Flagship and WT during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
C.
WTP
 
 
(a)
WTP, as the sole general partner of WH, may be deemed the beneficial owner of the (i) 605,017 Shares owned by WAM and (ii) 6,528 Shares owned by WT.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 611,545
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 611,545

 
(c)
WTP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by Flagship and WT during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
D.           Mr. Gust
 
 
(a)
Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the (i) 605,017 Shares owned by WAM and (ii) 6,528 Shares owned by WT.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 611,545
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 611,545

 
(c)
Mr. Gust has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by Flagship and WT during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
E.           Mr. Bellick
 
 
(a)
Mr. Bellick, a controlling shareholder of WTP, may be deemed the beneficial owner of the (i) 605,017 Shares owned by WAM and (ii) 6,528 Shares owned by WT.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 611,545
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 611,545
 
 
19

 
CUSIP NO. 47200B 10 4

 
(c)
Mr. Bellick has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by Flagship and WT during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
F.           Mr. Joung
 
 
(a)
As of the close of business on December 14, 2015, Mr. Joung beneficially owned 2,500 Shares.1
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 2,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Mr. Joung during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
G.           Mr. Muehlhauser
 
 
(a)
As of the close of business on December 14, 2015, Mr. Muehlhauser did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Mr. Muehlhauser during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
H.           Mr. Nelson
 
 
(a)
As of the close of business on December 14, 2015, Mr. Nelson did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
____________________
1 Consists of shares held directly by Archon Capital LLC., an affiliate of Mr. Joung. Mr. Joung may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Joung may be deemed to beneficially own such shares.
 
 
20

 
CUSIP NO. 47200B 10 4
 
 
(c)
Mr. Nelson has not entered into any transactions in the Shares during the past sixty (60) days.
 
I.           Mr. Rice
 
 
(a)
As of the close of business on December 14, 2015, Mr. Rice did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Rice has not entered into any transactions in the Shares during the past sixty (60) days.
 
J.           Mr. Tringali
 
 
(a)
As of the close of business on December 14, 2015, Mr. Tringali did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Tringali has not entered into any transactions in the Shares during the past sixty (60) days.
 
K.           Mr. Ziegelman
 
 
(a)
As of the close of business on December 14, 2015, Mr. Ziegelman did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Ziegelman has not entered into any transactions in the Shares during the past sixty (60) days.
 
As of the close of business on December 14, 2015, the Reporting Persons collectively beneficially owned an aggregate of 614,045 Shares, constituting approximately 5.1% of the Shares outstanding.
 
 
21

 
CUSIP NO. 47200B 10 4
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Flagship entered into certain cash-settled total return swap agreements (the “Swap Arrangements”) with Citibank, NA. with respect to 19,066 notional Shares (the “Referenced Shares”). There is no expiration date or reference price for the Referenced Shares, with the cash-settlement posted daily. The Swap Arrangements provide Flagship with economic results that are comparable to the economic results of ownership of the Referenced Shares, but do not provide either Flagship or any other person with the power to vote or direct the voting of or to direct the purchase, sale or disposition of the Referenced Shares. The Swap Arrangements require cash settlement only and Flagship does not have any right to any kind of physical settlement. In addition, Flagship does not have the power to vote or direct the voting of or to direct the purchase, sale or disposition of shares of Shares, if any, that may be actually owned by Citibank, NA. in connection with the Swap Arrangements.  The Reporting Persons disclaim beneficial ownership of the Referenced Shares.
 
On December 14, 2015, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”). The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
WT purchased in over the counter market American-style call options referencing an aggregate of 4,400 Shares, which have an exercise price of $7.50 per Share and expire on May 20, 2016.

WT sold in over the counter market American-style put options referencing an aggregate of (i) 1,000 Shares, which have an exercise price of $5.00 per Share and expire on May 20, 2016, (ii) 100 Shares, which have an exercise price of $5.00 per Share and expire on December 18, 2015, (iii) 100 Shares, which have an exercise price of $7.50 per Share and expire on February 19, 2016 and (iv) 200 shares, which have an exercise price of $5.00 per Share and expire on February 19, 2016.

Pursuant to letter agreements, WAM has agreed to indemnify each of Messrs. Joung, Nelson, Rice and Tringali, against any and all claims of any nature arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

WAM has agreed to compensate has each of Messrs. Joung, Nelson, Rice and Tringali, pursuant to which Wolverine agrees to pay each of Messrs. Joung, Nelson, Rice and Tringali $10,000 in cash as a result of the submission by Wolverine of its nomination of each of Messrs. Joung, Nelson, Rice and Tringali to the Company. A form of the compensation letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
 
22

 
CUSIP NO. 47200B 10 4
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing and Solicitation Agreement by and among Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust, Robert R. Bellick, Steve Joung, Eric W. Muehlhauser, Olof S. Nelson, Norman J. Rice, III, Donald J. Tringali and John D. Ziegelman dated December 14, 2015.
 
 
99.2
Form of Indemnification Letter Agreement.
 
 
99.3
Form of Compensation Letter Agreement.
 
 
 
23

 
CUSIP NO. 47200B 10 4
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 14, 2015


WOLVERINE ASSET MANAGEMENT, LLC
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Chief Investment Officer

 
WOLVERINE HOLDINGS, L.P.
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Managing Director
 
 
WOLVERINE TRADING PARTNERS, INC.
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Authorized signatory
 
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
     
 

 
By:
/s/ Robert R. Bellick
 
Name:
Robert R. Bellick
     
 
 
 
By:
/s/ John D. Ziegelman
 
Name:
John D. Ziegelman
     
 
 
24

 
CUSIP NO. 47200B 10 4
 
 
By:
/s/ Eric W. Muehlhauser
 
Name:
Eric W. Muehlhauser
     
 

 
By:
/s/ Steve Joung
 
Name:
Steve Joung
     


 
By:
/s/ Olof S. Nelson
 
Name:
Olof S. Nelson
     


 
By:
/s/ Norman J. Rice, III
 
Name:
Norman J. Rice, III
     


 
By:
/s/ Donald J. Tringali
 
Name:
Donald J. Tringali
     
 
 
25

 
CUSIP NO. 47200B 10 4
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty (60) Days
 
Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

WOLVERING ASSET MANAGEMENT, LLC (THROUGH WOLVERINE FLAGSHIP FUND TRADING LIMITED)

Purchase of Common Stock
600
6.6100
10/12/2015
Purchase of Common Stock
200
6.5100
10/13/2015
Purchase of Common Stock
200
6.5300
10/13/2015
Purchase of Common Stock
200
6.4300
10/13/2015
Purchase of Common Stock
90
6.4200
10/14/2015
Purchase of Common Stock
100
6.4300
10/14/2015
Purchase of Common Stock
93
6.4000
10/14/2015
Purchase of Common Stock
44
6.3900
10/14/2015
Purchase of Common Stock
200
6.3800
10/14/2015
Purchase of Common Stock
300
6.3700
10/14/2015
Purchase of Common Stock
400
6.4100
10/14/2015
Purchase of Common Stock
200
6.3500
10/15/2015
Purchase of Common Stock
200
6.3400
10/15/2015
Purchase of Common Stock
200
6.3100
10/15/2015
Purchase of Common Stock
500
6.3200
10/15/2015
Purchase of Common Stock
1,000
6.3300
10/15/2015
Purchase of Common Stock
400
6.4200
10/16/2015
Purchase of Common Stock
800
6.3900
10/16/2015
Purchase of Common Stock
100
6.3700
10/16/2015
Purchase of Common Stock
100
6.3800
10/16/2015
Purchase of Common Stock
400
6.5100
10/16/2015
Purchase of Common Stock
201
6.4000
10/19/2015
Purchase of Common Stock
640
6.4200
10/19/2015
Purchase of Common Stock
600
6.4200
10/21/2015
Purchase of Common Stock
800
6.3800
10/21/2015
Purchase of Common Stock
140
6.3400
10/21/2015
Purchase of Common Stock
1,000
6.3500
10/21/2015
Purchase of Common Stock
600
6.3600
10/21/2015
Purchase of Common Stock
700
6.3700
10/21/2015
Purchase of Common Stock
1,600
6.3500
10/22/2015
Purchase of Common Stock
200
6.3300
10/22/2015
Purchase of Common Stock
1,000
6.3199
10/23/2015
Purchase of Common Stock
800
6.2600
10/23/2015
Purchase of Common Stock
100
6.3200
10/23/2015
Purchase of Common Stock
700
6.3200
10/26/2015
Purchase of Common Stock
200
6.2899
10/26/2015
Purchase of Common Stock
100
6.2800
10/26/2015
 
 

 
CUSIP NO. 47200B 10 4
 
 
Purchase of Common Stock
100
6.3100
10/26/2015
Purchase of Common Stock
500
6.2200
10/27/2015
Purchase of Common Stock
701
6.2000
10/27/2015
Purchase of Common Stock
1,300
6.2100
10/27/2015
Purchase of Common Stock
200
6.1900
10/27/2015
Purchase of Common Stock
680
6.1700
10/27/2015
Purchase of Common Stock
100
6.1800
10/27/2015
Purchase of Common Stock
400
6.1600
10/27/2015
Purchase of Common Stock
1,263
6.0800
10/27/2015
Purchase of Common Stock
445
6.0500
10/27/2015
Purchase of Common Stock
1,929
6.0700
10/27/2015
Purchase of Common Stock
15
6.0700
10/28/2015
Purchase of Common Stock
100
6.1200
10/28/2015
Purchase of Common Stock
100
6.1100
10/28/2015
Purchase of Common Stock
1,000
6.0399
10/28/2015
Purchase of Common Stock
100
6.0100
10/28/2015
Purchase of Common Stock
200
6.1200
10/29/2015
Purchase of Common Stock
100
6.1100
10/29/2015
Purchase of Common Stock
1,241
6.0800
10/29/2015
Purchase of Common Stock
3,240
6.0900
10/29/2015
Purchase of Common Stock
219
6.0600
10/29/2015
Purchase of Common Stock
300
6.0800
10/30/2015
Purchase of Common Stock
600
6.0600
10/30/2015
Purchase of Common Stock
2,338
6.0500
10/30/2015
Purchase of Common Stock
1,511
6.0300
10/30/2015
Purchase of Common Stock
379
6.0200
10/30/2015
Purchase of Common Stock
400
6.0400
10/30/2015
Purchase of Common Stock
200
6.0200
11/02/2015
Purchase of Common Stock
200
6.0300
11/02/2015
Purchase of Common Stock
800
6.0500
11/02/2015
Purchase of Common Stock
100
6.0600
11/02/2015
Purchase of Common Stock
100
6.0700
11/02/2015
Purchase of Common Stock
400
6.1000
11/03/2015
Purchase of Common Stock
100
6.0800
11/03/2015
Purchase of Common Stock
100
6.1900
11/03/2015
Purchase of Common Stock
500
6.3000
11/04/2015
Purchase of Common Stock
200
6.2400
11/05/2015
Purchase of Common Stock
2,000
6.2200
11/05/2015
Purchase of Common Stock
1,701
6.2000
11/05/2015
Purchase of Common Stock
691
6.1900
11/05/2015
Purchase of Common Stock
500
6.1500
11/05/2015
Purchase of Common Stock
200
6.1300
11/05/2015
Purchase of Common Stock
400
6.1400
11/05/2015
Purchase of Common Stock
400
6.1699
11/05/2015
Purchase of Common Stock
600
6.1799
11/05/2015
Purchase of Common Stock
400
6.2100
11/05/2015
Purchase of Common Stock
416
6.1500
11/06/2015
Purchase of Common Stock
10
6.1300
11/06/2015
Purchase of Common Stock
900
6.1700
11/06/2015
Purchase of Common Stock
510
6.1600
11/06/2015
 
 
 

 
CUSIP NO. 47200B 10 4
 
Purchase of Common Stock
1,200
6.2000
11/06/2015
Purchase of Common Stock
1,739
6.1900
11/06/2015
Purchase of Common Stock
1,235
6.1800
11/06/2015
Purchase of Common Stock
110
6.2400
11/09/2015
Purchase of Common Stock
225
6.2200
11/09/2015
Purchase of Common Stock
5
6.2000
11/09/2015
Purchase of Common Stock
35
6.2500
11/09/2015
Purchase of Common Stock
800
6.3400
11/10/2015
Purchase of Common Stock
800
6.3600
11/10/2015
Purchase of Common Stock
505
6.3000
11/10/2015
Purchase of Common Stock
318
6.2900
11/10/2015
Purchase of Common Stock
499
6.2800
11/10/2015
Purchase of Common Stock
1,300
6.2500
11/10/2015
Purchase of Common Stock
703
6.2700
11/10/2015
Purchase of Common Stock
200
6.2600
11/10/2015
Purchase of Common Stock
696
6.3100
11/10/2015
Purchase of Common Stock
1,000
6.3199
11/10/2015
Purchase of Common Stock
1,400
6.3099
11/10/2015
Purchase of Common Stock
1,301
6.2900
11/11/2015
Purchase of Common Stock
600
6.2700
11/11/2015
Purchase of Common Stock
900
6.2500
11/11/2015
Purchase of Common Stock
1,200
6.1600
11/12/2015
Purchase of Common Stock
600
6.0900
11/12/2015
Purchase of Common Stock
1,200
6.1000
11/12/2015
Purchase of Common Stock
200
6.0600
11/12/2015
Purchase of Common Stock
200
6.0800
11/12/2015
Purchase of Common Stock
900
6.0899
11/12/2015
Purchase of Common Stock
100
6.0400
11/12/2015
Purchase of Common Stock
175
6.0200
11/12/2015
Purchase of Common Stock
700
6.0500
11/12/2015
Purchase of Common Stock
200
6.0300
11/12/2015
Purchase of Common Stock
2,538
6.0300
11/13/2015
Purchase of Common Stock
509
6.0500
11/13/2015
Purchase of Common Stock
400
6.0400
11/13/2015
Purchase of Common Stock
400
6.0200
11/13/2015
Purchase of Common Stock
2,910
6.0100
11/13/2015
Purchase of Common Stock
700
6.0000
11/13/2015
Purchase of Common Stock
1,350
5.9900
11/16/2015
Purchase of Common Stock
355
5.9600
11/16/2015
Purchase of Common Stock
105
5.9700
11/16/2015
Purchase of Common Stock
500
5.9800
11/16/2015
Purchase of Common Stock
1,200
6.0000
11/16/2015
Purchase of Common Stock
901
6.0100
11/16/2015
Purchase of Common Stock
3,200
6.0100
11/17/2015
Purchase of Common Stock
200
5.9900
11/17/2015
Purchase of Common Stock
900
6.0200
11/17/2015
Purchase of Common Stock
1,600
5.9800
11/17/2015
Purchase of Common Stock
205
5.9600
11/17/2015
Purchase of Common Stock
877
5.9700
11/17/2015
Purchase of Common Stock
200
5.9800
11/18/2015
 
 
 

 
CUSIP NO. 47200B 10 4
 
Purchase of Common Stock
563
6.0000
11/18/2015
Purchase of Common Stock
100
5.9400
11/18/2015
Purchase of Common Stock
1,300
5.9900
11/18/2015
Purchase of Common Stock
1,600
5.9700
11/18/2015
Purchase of Common Stock
1,200
5.9600
11/18/2015
Purchase of Common Stock
2
5.9700
11/19/2015
Purchase of Common Stock
709
5.9800
11/19/2015
Purchase of Common Stock
199
5.9900
11/19/2015
Purchase of Common Stock
1,200
5.9600
11/19/2015
Purchase of Common Stock
2,088
6.1300
11/20/2015
Purchase of Common Stock
100
6.1200
11/20/2015
Purchase of Common Stock
4
6.1800
11/24/2015
Purchase of Common Stock
200
6.5400
11/30/2015
Purchase of Common Stock
900
6.5300
11/30/2015
Purchase of Common Stock
303
6.5200
11/30/2015
Purchase of Common Stock
550
6.5000
11/30/2015
Purchase of Common Stock
331
6.4800
11/30/2015
Purchase of Common Stock
800
6.4900
11/30/2015
Purchase of Common Stock
560
6.4700
11/30/2015
Purchase of Common Stock
856
6.4400
11/30/2015
Purchase of Common Stock
500
6.4600
11/30/2015
Purchase of Common Stock
135
6.3300
12/01/2015
Purchase of Common Stock
500
6.3600
12/02/2015
Purchase of Common Stock
100
6.3000
12/02/2015
Purchase of Common Stock
100
6.2600
12/02/2015
Purchase of Common Stock
400
6.2500
12/02/2015
Purchase of Common Stock
920
6.2400
12/02/2015
Purchase of Common Stock
100
6.2300
12/02/2015
Purchase of Common Stock
400
6.1700
12/03/2015
Purchase of Common Stock
5
6.1800
12/03/2015
Purchase of Common Stock
126
6.2000
12/03/2015
Purchase of Common Stock
500
6.2400
12/04/2015
Purchase of Common Stock
300
6.2200
12/04/2015
Purchase of Common Stock
2,296
6.1500
12/04/2015
Purchase of Common Stock
100
6.0500
12/04/2015
Purchase of Common Stock
843
6.1300
12/04/2015
Purchase of Common Stock
134
6.1799
12/04/2015
Purchase of Common Stock
53
6.1699
12/04/2015
Purchase of Common Stock
743
6.1700
12/04/2015
Purchase of Common Stock
212
6.1499
12/04/2015
Purchase of Common Stock
91
6.1399
12/04/2015
Purchase of Common Stock
77
6.1400
12/04/2015
Purchase of Common Stock
248
6.1200
12/04/2015
Purchase of Common Stock
114
6.1150
12/04/2015
Purchase of Common Stock
122
6.1599
12/04/2015
Purchase of Common Stock
530
6.1600
12/04/2015
Purchase of Common Stock
42
6.2000
12/04/2015
Purchase of Common Stock
787
6.2100
12/07/2015
Purchase of Common Stock
285
6.2099
12/07/2015
Purchase of Common Stock
168
6.2000
12/07/2015
 
 
 

 
CUSIP NO. 47200B 10 4
 
Purchase of Common Stock
1,028
6.2299
12/07/2015
Purchase of Common Stock
362
6.2300
12/07/2015
Purchase of Common Stock
584
6.2200
12/07/2015
Purchase of Common Stock
600
6.1900
12/07/2015
Purchase of Common Stock
800
6.0700
12/08/2015
Purchase of Common Stock
1,100
6.0500
12/08/2015
Purchase of Common Stock
905
6.0900
12/08/2015
Purchase of Common Stock
700 5.9800 12/09/2015
Purchase of Common Stock
200 5.9500 12/09/2015
 

WOLVERINE HOLDINGS, L.P. (THROUGH WOLVERINE TRADING, LLC)

 
 
   
Sale of Common Stock
(4)
6.3800
10/15/2015
Purchase of Common Stock
33
6.4336
10/15/2015
Purchase of Common Stock
45
6.4504
10/16/2015
Sale of Common Stock
(116)
6.4699
10/19/2015
Purchase of Common Stock
18
6.4594
10/19/2015
Sale of Common Stock
(352)
6.4757
10/19/2015
Purchase of a November 20, 2015 Put Option with a $5.00 Strike Price
10
0.0600
10/19/2015
Sale of a November 20, 2015 Put Option with a $7.50 Strike Price
(10)
1.0500
10/19/2015
Sale of a May 20, 2016 Put Option with a $5.00 Strike Price
(10)
0.2800
10/19/2015
Purchase of a May 20, 2016 Put Option with a $7.50 Strike Price
10
1.6200
10/19/2015
Purchase of Common Stock
11
6.5318
10/20/2015
Sale of Common Stock
(256)
6.5000
10/20/2015
Purchase of a February 19, 2016 Call Option with a $7.50 Strike Price
28
0.1000
10/20/2015
Purchase of Common Stock
47
6.4951
10/21/2015
Purchase of Common Stock
45
6.4989
10/22/2015
Purchase of Common Stock
5
6.4180
10/23/2015
Sale of Common Stock
(178)
6.3201
10/26/2015
Purchase of Common Stock
22
6.3408
10/26/2015
Purchase of Common Stock
1
6.3700
10/26/2015
Sale of a May 20, 2016 Call Option with a $7.50 Strike Price
(5)
0.4000
10/26/2015
Purchase of Common Stock
11
6.1336
10/27/2015
Purchase of Common Stock
2,525
6.1963
10/27/2015
Purchase of a November 20, 2015 Put Option with a $7.50 Strike Price
30
1.4000
10/27/2015
 
 
 

 
CUSIP NO. 47200B 10 4
 
Sale of Common Stock
(69)
6.0878
10/28/2015
Purchase of Common Stock
21
6.1743
10/28/2015
Sale of Common Stock
(42)
6.0977
10/29/2015
Purchase of Common Stock
7
6.0600
10/29/2015
Purchase of Common Stock
86
6.1200
10/29/2015
Sale of a December 18, 2015Put Option with a $5.00 Strike Price
(1)
0.2500
10/29/2015
Purchase of a December 18, 2015 Put Option with a $7.50 Strike Price
1
1.7000
10/29/2015
Sale of Common Stock
(77)
6.0399
10/30/2015
Purchase of Common Stock
1
6.0600
10/30/2015
Sale of Common Stock
(92)
6.0500
10/30/2015
Sale of a February 19, 2016 Put Option with a $7.50 Strike Price
(1)
3.0700
10/30/2015
Sale of Common Stock
(443)
6.1317
11/02/2015
Purchase of Common Stock
25
6.0700
11/02/2015
Purchase of Common Stock
5
6.2500
11/02/2015
Sale of a November 20, 2015 Call Option with a $7.50 Strike Price
(5)
0.0300
11/02/2015
Sale of Common Stock
(4)
6.2000
11/03/2015
Sale of Common Stock
(57)
6.2967
11/04/2015
Sale of Common Stock
(71)
6.2442
11/05/2015
Purchase of Common Stock
62
6.2000
11/05/2015
Sale of a February 19, 2016 Call Option with a $7.50 Strike Price
(32)
0.1000
11/05/2015
Sale of Common Stock
(424)
6.1783
11/06/2015
Sale of Common Stock
(331)
6.2424
11/09/2015
Sale of Common Stock
(57)
6.3220
11/10/2015
Sale of Common Stock
(18)
6.2812
11/11/2015
Sale of Common Stock
(13)
6.0515
11/12/2015
Purchase of Common Stock
1
6.0600
11/12/2015
Sale of Common Stock
(57)
6.0237
11/13/2015
Sale of Common Stock
(18)
6.0183
11/16/2015
Sale of Common Stock
(121)
5.9839
11/17/2015
Sale of Common Stock
(48)
5.9881
11/18/2015
Sale of Common Stock
(165)
6.0373
11/19/2015
Sale of Common Stock
(77)
6.1621
11/20/2015
Purchase of Common Stock
22
6.1700
11/20/2015
Sale of Common Stock
(5)
6.3440
11/23/2015
Sale of Common Stock
(50)
6.2644
11/24/2015
Sale of Common Stock
(51)
6.4218
11/25/2015
Sale of Common Stock
(9)
6.4989
11/27/2015
Sale of Common Stock
(10)
6.4830
11/30/2015
Sale of Common Stock
(1,003)
6.4417
11/30/2015
 
 
 

 
CUSIP NO. 47200B 10 4
 
Purchase of a May 20, 2016 Call Option with a $7.50 Strike Price
49
0.1000
11/30/2015
Sale of Common Stock
(419)
6.4005
12/01/2015
Sale of Common Stock
(39)
6.2906
12/02/2015
Sale of Common Stock
(122)
6.2734
12/03/2015
Sale of Common Stock
(147)
6.1772
12/04/2015
 
 
STEVE JOUNG (THROUGH ARCHON CAPITAL LLC)

Purchase of Common Stock
2,500
6.1400
12/08/2015

 
ERIC W. MUEHLHAUSER

Purchase of Common Stock*
29.943
6.4101
10/27/2015
Sale of Common Stock
-700
6.2600
11/03/2015
Sale of Common Stock
-70
6.2800
11/03/2015
Sale of Common Stock
-700
6.2400
11/03/2015
Sale of Common Stock
-1500
6.2400
11/03/2015
Sale of Common Stock
-92
6.2800
11/04/2015
Sale of Common Stock
-600
6.2800
11/04/2015
Sale of Common Stock**
-0.622
6.2862
11/09/2015
 
 
 
 
 
 
____________________
* Represents shares acquired pursuant to the reinvestment of dividends.
** Represents shares sold pursuant to a reconciliation of fractional shares.
 
EX-99.1 2 ex991to13d10407004a_12142015.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13d10407004a_12142015.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
This Agreement (this “Agreement”) is made and entered into as of December 14, 2015, by and among (1) Wolverine Asset Management, LLC, an Illinois limited liability company (“WAM”), Wolverine Holdings, L.P., an Illinois limited partnership (“WH”), Wolverine Trading Partners, Inc., an Illinois Corporation (“WTP”), Christopher L. Gust, and Robert R. Bellick, (WAM, WH, WTP and Messrs. Gust and Bellick, collectively, “Wolverine”), and (2) Steve Joung, Eric W. Muehlhauser, Olof S. Nelson, Norman J. Rice, III, Donald J. Tringali, and John D. Ziegelman (Messrs. Joung, Muehlhauser, Nelson, Rice, Tringali, and Ziegelman, collectively the “Nominees” and, such Nominees together with Wolverine, the “Parties” or, the “Group” and each, a “Party”).
 
WHEREAS, certain of the Parties are stockholders, direct or beneficial, of JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Company”); and
 
WHEREAS, the Parties wish to form a group for the purpose of (i) seeking the election of the Nominees to the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2016 Annual Meeting”), and (ii) taking all other action that the Group deems necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this fourteenth day of December 2015 by the Parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning any other member, unless such member has actual knowledge that such information is inaccurate. Wolverine or its representative shall use its commercially reasonable efforts to provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least six (6) hours prior to the filing or submission thereof.
 
2.           While this Agreement is in force, (i) no Nominee shall engage in any transaction in securities of the Company without the prior consent of Wolverine and (ii) each Nominee shall provide written notice to either Wolverine or Olshan Frome Wolosky LLP (“Olshan”) of any of his or its purchases or sales of securities of the Company or any securities of the Company over which he or it acquires or disposes of beneficial ownership, in each case no later than six (6) hours after each such transaction. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.
 
3.           Each of the undersigned agrees to form the Group for the purposes of (i) seeking the election of the Nominees to the Board at the 2016 Annual Meeting, and (ii) taking all other action that the Group deems necessary to achieve the foregoing.
 
 
 

 
 
4.           Wolverine agree to directly pay all expenses incurred in connection with the Group’s activities set forth in Section 3 on the date hereof.  Any expenses expected to be incurred by any Nominee in connection with the Group’s activities that such Nominee intends to submit for reimbursement by Wolverine shall first be pre-approved by Wolverine.
 
5.           The Parties agree that Wolverine shall be the primary decision maker with respect to the content and timing of public or private communications and negotiating positions taken on behalf of the Group.  Any SEC filing, press release, communication to the Company or communication to the media proposed to be made or issued by the Group or any member thereof in connection with the Group’s activities set forth in Section 3 shall be first approved by Wolverine.  Any Nominee that intends to engage in any communications with other stockholders or the Company on behalf of the Group shall first provide Wolverine with reasonable notice of such communication and a reasonable opportunity to review and comment to the extent it is a written communication.  Each Nominee shall have a reasonable opportunity to review and comment upon any such SEC filing, press release or written communication with respect to the Group’s activities.  The Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.
 
6.           The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership.  Except as specifically provided in this Agreement, nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as he or it deems appropriate, in his or its sole discretion, provided that all such sales are made in compliance with all applicable securities laws and the provisions of this Agreement.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one (1) counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
 
9.           Any Party hereto may terminate its obligations under this Agreement on twenty-four (24) hours’ prior written notice to all other Parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Wolverine relating to their investment in the Company.
 
 
2

 
 
11.           The terms and provisions of this Agreement may not be modified, waived or amended without the prior written consent of each Party.

12.           Each Party hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
[Signature pages follow]
 
 
 
3

 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.


WOLVERINE ASSET MANAGEMENT, LLC
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Chief Investment Officer

 
WOLVERINE HOLDINGS, L.P.
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Managing Director
 
 
WOLVERINE TRADING PARTNERS, INC.
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
 
Title:
Authorized signatory
 
 
 
By:
/s/ Christopher L. Gust
 
Name:
Christopher L. Gust
     
 

 
By:
/s/ Robert R. Bellick
 
Name:
Robert R. Bellick
     
 
 
 
By:
/s/ Eric W. Muehlhauser
 
Name:
Eric W. Muehlhauser
     
 
 
 

 
 
 
By:
/s/ John D. Ziegelman
 
Name:
John D. Ziegelman
     
 
 
 
By:
/s/ Steve Joung
 
Name:
Steve Joung
     


 
By:
/s/ Olof S. Nelson
 
Name:
Olof S. Nelson
     


 
By:
/s/ Norman J. Rice, III
 
Name:
Norman J. Rice, III
     


 
By:
/s/ Donald J. Tringali
 
Name:
Donald J. Tringali
     
 
 
 
EX-99.2 3 ex992to13d10407004a_12142015.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex993to13d10407004a_12142015.htm
Exhibit 99.2
 
WOLVERINE ASSET MANAGEMENT, LLC
175 W. Jackson Blvd., Suite 340
Chicago, Illinois 60604
 
December ___, 2015
 
[Name of Nominee]
Re:           JAVELIN Mortgage Investment Corp.
 
Dear [Name of Nominee]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of JAVELIN Mortgage Investment Corp. (the “Company”) in connection with the proxy solicitation that Wolverine Asset Management, LLC (“Wolverine Asset Management”) is considering undertaking to nominate and elect directors at the Company’s 2016 annual meeting of stockholders, including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Wolverine Asset Management Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter (“Agreement”) will set forth the terms of our agreement.
 
Wolverine Asset Management agrees to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Wolverine Asset Management Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Wolverine Asset Management Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Wolverine Asset Management prompt written notice of such claim or Loss (provided that failure to promptly notify Wolverine Asset Management shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, Wolverine Asset Management will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  Wolverine Asset Management may not enter into any settlement of Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
You hereby agree to keep confidential and not disclose to any party, without the prior consent of Wolverine Asset Management, any confidential, proprietary or non-public information (collectively, “Information”) of Wolverine Asset Management or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Wolverine Asset Management or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 
1

 
 
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Wolverine Asset Management so that Wolverine Asset Management or any member thereof may seek a protective order or other appropriate remedy or, in Wolverine Asset Management’ sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or Wolverine Asset Management does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Wolverine Asset Management and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Wolverine Asset Management and, upon the request of a representative of Wolverine Asset Management, all such information shall be returned or, at Wolverine Asset Management’ option, destroyed by you, with such destruction confirmed by you to Wolverine Asset Management in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
 

 
*              *              *
 
 
2

 
 
If you agree to the foregoing terms, please sign below to indicate your acceptance.
 
Very truly yours,
 
 
 
WOLVERINE ASSET MANAGEMENT, LLC
 
 
By:
 
Name:
 
Title:
 
 

 
 
 
ACCEPTED AND AGREED:
 
 
[NAME OF NOMINEE]
 
 
 
3
EX-99.3 4 ex993to13d10407004a_12142015.htm FORM OF COMPENSATION LETTER AGREEMENT ex994to13d10407004a_12142015.htm
Exhibit 99.3

WOLVERINE ASSET MANAGEMENT, LLC
175 W. Jackson Blvd., Suite 340
Chicago, Illinois 60604

December __, 2015
 
[NOMINEE NAME & ADDRESS]

Dear [NOMINEE]:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Wolverine Group”), including Wolverine Asset Management, LLC, for election as a director of JAVELIN Mortgage Investment Corp. (the “Company”) at the Company’s 2016 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
 
In consideration of your agreement to be named and serve as nominee of the Wolverine Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you $10,000 in cash upon the Wolverine Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated).
 
The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States.  The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices.  The parties hereto waive trial by jury in respect of any such proceeding.
 
This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

WOLVERINE ASSET MANAGEMENT, LLC
 
By:
 
By:
 
Name:
 
Title:
 
 

 
Accepted and Agreed to:
 
 
 
[NOMINEE]
 
 
1