0001104659-23-127035.txt : 20231218 0001104659-23-127035.hdr.sgml : 20231218 20231218205630 ACCESSION NUMBER: 0001104659-23-127035 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: MCCLURE MELINDA H CENTRAL INDEX KEY: 0001706917 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34374 FILM NUMBER: 231495395 MAIL ADDRESS: STREET 1: C/O INDEPENDENCE REALTY TRUST STREET 2: 1835 MARKET STREET, SUITE 2601 CITY: PHILADELPHIA STATE: PA ZIP: 19103 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 tm2333194-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-14 1 0001209028 Arlington Asset Investment Corp. AAIC 0001706917 MCCLURE MELINDA H C/O ARLINGTON ASSET INVESTMENT CORP. 6862 ELM STREET, SUITE 320 MCLEAN VA 22101 1 0 0 0 0 Restricted Stock Units 2023-12-14 4 D 0 37707 D Class A Common Stock 37707 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