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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* WHITEBOX ADVISORS LLC (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Two Harbors Investment Corp. [ TWO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks below
	3. Date of Earliest Transaction (Month/Day/Year) 09/17/2010
	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(1)	02/09/2011		S		36,077	D	$10.46	1,495,936	I(2)	See Footnote(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* WHITEBOX ADVISORS LLC (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks below

1. Name and Address of Reporting Person* Whitebox Multi-Strategy Partners LP (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks Below

1. Name and Address of Reporting Person* WHITEBOX ASYMMETRIC PARTNERS LP (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks Below

1. Name and Address of Reporting Person* Pandora Select Partners, L.P. (Last) (First) (Middle) 3033 EXCELSIOR BOULEVARD, SUITE 300 (Street) MINNEAPOLIS MN 55416 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks Below

Explanation of Responses:

1. Shares acquired are held directly by Whitebox Multi-Strategy Partners, L.P ("WMSP"), Whitebox Asymmetric Partners, L.P. ("WAP") and Pandora Select Partners, L.P. ("PSP").

2. The general partner of WMSP is Whitebox Multi-Strategy Advisors, LLC ("WMSA"), WAP is Whitebox Asymmetric Advisors, LLC ("WAA"), and PSP is Pandora Select Advisors, LLC ("PSA"). The managing member and controlling owner of WMSA, WAA, and PSA is Whitebox Advisors, LLC ("WA").

3. Shares attributable to interests held by WA as Managing Member of WMSA, WAA, and PSA, which act as General Partners to WMSP, WAP, and PSP which directly hold the shares.

Remarks:

Based on the relationships described in notes (1) and (2), the entities referenced therein may be deemed to constitute a group for purposes of Rule 13d-5(b)(1) under the Securities and Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WMSA, WMSP, WAA, WAP, PSA, and PSP are a group, or have agreed to act as a group. WA, WMSA, WMSP, WAA, WAP, PSA, and PSP each disclaim beneficial ownership of the shares of common stock reported herein except to the extent of their pecuniary interest in such shares.

	/s/ Jonathan D. Wood, Chief Operating Officer, on behalf of Whitebox Advisors, LLC	02/10/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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