0001104659-23-127032.txt : 20231218
0001104659-23-127032.hdr.sgml : 20231218
20231218205356
ACCESSION NUMBER: 0001104659-23-127032
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231218
DATE AS OF CHANGE: 20231218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MICHAEL RALPH S III
CENTRAL INDEX KEY: 0001174250
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34374
FILM NUMBER: 231495393
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arlington Asset Investment Corp.
CENTRAL INDEX KEY: 0001209028
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 541873198
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6862 ELM STREET
STREET 2: SUITE 320
CITY: MCLEAN
STATE: VA
ZIP: 22101
BUSINESS PHONE: 7033730200
MAIL ADDRESS:
STREET 1: 6862 ELM STREET
STREET 2: SUITE 320
CITY: MCLEAN
STATE: VA
ZIP: 22101
FORMER COMPANY:
FORMER CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC
DATE OF NAME CHANGE: 20030331
FORMER COMPANY:
FORMER CONFORMED NAME: FOREST MERGER CORP
DATE OF NAME CHANGE: 20021205
4
1
tm2333194-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-14
1
0001209028
Arlington Asset Investment Corp.
AAIC
0001174250
MICHAEL RALPH S III
C/O ARLINGTON ASSET INVESTMENT CORP.
6862 ELM STREET, SUITE 320
MCLEAN
VA
22101
1
0
0
0
0
Class A Common Stock
2023-12-14
4
D
0
7325
D
0
D
Restricted Stock Units
2023-12-14
4
D
0
90108
D
Class A Common Stock
90108
0
D
Deferred Stock Units
2023-12-14
4
D
0
46097
D
Class A Common Stock
46097
0
D
On December 14, 2023, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2023 (the "Agreement"), by and among the Issuer, Ellington Financial Inc., a Delaware corporation ("Parent"), EF Merger Sub Inc., a Virginia corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), and solely for the limited purposes set forth in the Agreement, Ellington Financial Management LLC, a Delaware limited liability company ("EFC Manager"), the Issuer merged with and into Merger Sub with Merger Sub continuing as the surviving corporation and a subsidiary of Parent (the "Merger").
Pursuant to the Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) from Parent, 0.3619 shares of Parent's common stock, with fractional shares paid out in cash, and (ii) from EFC Manager, $0.09 in cash (the "Per Share Common Merger Consideration").
Pursuant to the Agreement, at the Effective Time, each outstanding restricted stock unit held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration.
Pursuant to the Agreement, at the Effective Time, each outstanding deferred stock unit held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration.
D. Scott Parish, Attorney-in-Fact
2023-12-18