SEC FORM 4

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^*

LOW PAUL M

(Last)

(First)

(Middle)

8401 N. CENTRAL EXPRESSWAY

SUITE 800

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPSTEAD MORTGAGE CORP [ CMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/21/2012		S		2,400	D	$12.02	23,133	D
Common Stock⁽¹⁾	12/21/2012		S		1,000	D	$12.01	22,133	D
Common Stock	05/02/2013		S		1,500	D	$12.9701	20,633	D
Common Stock								0	I	by Trust⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred	⁽³⁾	12/21/2012		S			613	⁽³⁾	⁽³⁾	Common Stock	367	$14.45	24,387	D
Series B Convertible Preferred	⁽³⁾	12/21/2012		S			387	⁽³⁾	⁽³⁾	Common Stock	231	$14.3701	24,000	D
Series B Convertible Preferred	⁽³⁾	05/01/2013		S			1,009	⁽³⁾	⁽³⁾	Common Stock	603	$15.1501	22,991	D
Series B Convertible Preferred	⁽³⁾	05/02/2013		S			991	⁽³⁾	⁽³⁾	Common Stock	593	$15.2234	22,000	D
Series B Convertible Preferred	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	220.78		380	I	by Trust for grndson⁽⁴⁾

Explanation of Responses:

1. Director stock option granted pursuant to the Capstead Mortgage Corporation 1990 Director Stock Option Plan.

2. The shares are held in a trust account for the benefit of the reporting person's granddaughter. The reporting person is co-trustee and has investment control over the trust.

3. The Capstead $1.26 Cumulative Convertible Preferred Stock, Series B, is traded on the New York Stock exchange under the symbol CMOPRB. The preferred stock is perpetual and is convertible into the Capstead common stock at any time at the stockholder's option. The preferred stock is callable at the option of the company at $12.50 per share and an exercise date and price are not applicable.

4. The shares are held in a trust for the benefit of the reporting person's grandson. The reporting person is co-trustee and has investment control over the trust.

	By: Phillip A. Reinsch For: Paul M. Low	05/02/2013
	** 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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