SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NHTV Atlanta Holdings LP

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Angel Oak Mortgage, Inc. [ AOMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/21/2021 J(1) 5,172,061 A (2) 5,172,061 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
NHTV Atlanta Holdings LP

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cummings Edward McLean

(Last) (First) (Middle)
3344 PEACHTREE ROAD NE
SUITE 1725

(Street)
ATLANTA GA 30326

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MS Tactical Value Fund GP Inc.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MS Tactical Value Fund GP LP

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
North Haven Tactical Value Fund LP

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Project Atlanta GP LLC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects shares of the Issuer's common stock that NHTV Atlanta Holdings LP, in its capacity as a limited partner in Angel Oak Mortgage Fund, received immediately prior to the completion of the Issuer's initial public offering in a distribution by Angel Oak Mortgage Fund pursuant to the terms of the limited partnership agreement of Angel Oak Mortgage Fund.
2. The number of shares to which the Reporting Persons were entitled to receive was calculated pursuant to the terms of the limited partnership agreement of Angel Oak Mortgage Fund.
3. Project Atlanta GP LLC is the general partner NHTV Atlanta Holdings LP. North Haven Tactical Value Fund LP is the sole member of Project Atlanta GP LLC. MS Tactical Value Fund GP LP is the general partner of North Haven Tactical Value Fund LP. MS Tactical Value Fund GP, Inc., which is managed by its three member board of directors, controls each of MS Tactical Value Fund GP LP, North Haven Tactical Value Fund LP, Project Atlanta GP LLC and NHTV Atlanta Holdings LP (together, the "NHTV Entities"). Edward Cummings, a member of the Issuer's board of directors and the board of directors of MS Tactical Value Fund GP, Inc., exercises voting and investment control over the securities held by the NHTV Entities. Mr. Cummings disclaims beneficial ownership of the securities reported herein.
Remarks:
NHTV Atlanta Holdings LP, By: Project Atlanta GP LLC, /s/ Edward Cummings, Authorized Signatory 06/23/2021
MS Tactical Value Fund GP, Inc., By: /s/ Edward Cummings, Authorized Signatory 06/23/2021
MS Tactical Value Fund GP LP, By: /s/ Edward Cummings, Authorized Signatory 06/23/2021
North Haven Tactical Value Fund LP, By: MS Tactical Value Fund GP LP, /s/ Edward Cummings, Authorized Signatory 06/23/2021
Project Atlanta GP LLC, By: /s/ Edward Cummings, Authorized Signatory 06/23/2021
By: /s/ Edward Cummings 06/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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