0001104659-23-127039.txt : 20231218 0001104659-23-127039.hdr.sgml : 20231218 20231218205845 ACCESSION NUMBER: 0001104659-23-127039 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: TONKEL J ROCK JR CENTRAL INDEX KEY: 0001229249 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34374 FILM NUMBER: 231495399 MAIL ADDRESS: STREET 1: 6862 ELM STREET STREET 2: SUITE 320 CITY: MCLEAN STATE: VA ZIP: 22101 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 tm2333194-6_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-14 1 0001209028 Arlington Asset Investment Corp. AAIC 0001229249 TONKEL J ROCK JR C/O ARLINGTON ASSET INVESTMENT CORP. 6862 ELM STREET, SUITE 320 MCLEAN VA 22101 1 1 0 0 President and CEO 0 Class A Common Stock 2023-12-14 4 F 0 41273 4.84 D 807309 D Class A Common Stock 2023-12-14 4 D 0 807309 D 0 D Restricted Stock Units 2023-12-14 4 A 0 1424782 0.00 A Class A Common Stock 1424782 2209096 D Restricted Stock Units 2023-12-14 4 F 0 869280 D Class A Common Stock 869280 1339816 D Restricted Stock Units 2023-12-14 4 D 0 1339816 D Class A Common Stock 1339816 0 D Represents shares withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted restricted shares of the Issuer's Class A common stock. Based on the closing price of the Issuer's Class A common stock as reported on the New York Stock Exchange as of the date of vesting. 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 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"). In addition, immediately prior to the Effective Time, each outstanding restricted share of the Issuer's Class A common stock held by the reporting person became fully vested and all restrictions and limitations with respect thereto lapsed and, as of the Effective Time, was converted into the right to receive the Per Share Common Merger Consideration. Represents performance restricted stock units ("Performance RSUs") granted to the reporting person pursuant to the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan that were earned upon the achievement of certain performance goals or the change in control of the Issuer resulting from the Merger. Each Performance RSU represents the right to receive one share of the Issuer's Class A common stock. Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person became earned and fully vested (A) with respect to 640,468 Performance RSUs, based on the achievement of the applicable performance goals at the maximum performance level and (B) with respect to 784,314 Performance RSUs, based on the achievement of the applicable performance goals at the actual level of performance in connection with the Merger. Represents Performance RSUs withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted Performance RSUs. Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU 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