AG Mortgage Investment Trust, Inc.
|
Common Stock, par value $0.01 per share
|
001228105
|
September 30, 2020
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of common stock, par value $0.01 per share (“Common Stock”), outstanding, as disclosed in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange
Commission (“SEC”) on October 1, 2020.
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Emanuel J. Friedman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,679,634
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of Common Stock outstanding, as disclosed in the Issuer’s Form 8-K filed with the SEC on October 1, 2020.
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of Common Stock outstanding, as disclosed in the Issuer’s Form 8-K filed with the SEC on October 1, 2020.
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,641,713
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of Common Stock outstanding, as disclosed in the Issuer’s Form 8-K filed with the SEC on October 1, 2020.
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master Fund II, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of Common Stock outstanding, as disclosed in the Issuer’s Form 8-K filed with the SEC on October 1, 2020.
|
CUSIP No. 001228105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities II GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,037,921
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based upon 39,800,405 shares of Common Stock outstanding, as disclosed in the Issuer’s Form 8-K filed with the SEC on October 1, 2020.
|
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P.;
|
(iv)
|
EJF Debt Opportunities GP, LLC;
|
(v)
|
EJF Debt Opportunities Master Fund II, LP; and
|
(vi)
|
EJF Debt Opportunities II GP, LLC.
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
See Item 9 of the attached cover pages.
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
See Item 11 of the attached cover pages.
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
|
|
See Item 5 of the attached cover pages.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
|
|
See Item 6 of the attached cover pages.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
|
|
|
|
|
|
See Item 7 of the attached cover pages.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition:
|
|
|
|
|
|
See Item 8 of the attached cover pages.
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
|
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its: |
General Partner |
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member | |||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member |
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
||
Its: | General Partner | |||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member | |||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member |
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
|
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its: |
General Partner |
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member | |||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member |
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
||
Its: | General Partner | |||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member | |||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its: | Manager and Sole Member |
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|