FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ULM SCOTT
2. Issuer Name and Ticker or Trading Symbol

Armour Residential REIT, Inc. [ ARR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-CEO and CIO
(Last)          (First)          (Middle)

3001 OCEAN DRIVE, SUITE #201
3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2015
(Street)

VERO BEACH, FL 32963
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.001 per share   10/1/2015     M (1)    2465   (2) A   (1) 43370   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  See Remarks
( 2)  Effective as of July 31, 2015, ARMOUR's common stock was reduced on a one-for-eight basis pursuant to the issuer's reverse stock split. Accordingly, all shares reported in this report reflect the effect of the one-for-eight reverse stock split.

Remarks:
On October 1, 2015, the reporting person elected to redeem 318 shares out of 609 shares of vested phantom stock previously granted under ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan into 318 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 291 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 609 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on Form 4s filed by the reporting person on April 4, 2011 and April 3, 2012, reflected on a pre-reverse-split basis. In addition, on October 1, 2015, the reporting person elected to redeem 841 shares out of 1,681 shares of vested phantom stock into 841 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 840 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 1,681 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on April 11, 2012, reflected on a pre-reverse-split basis. On October 1, 2015, the reporting person also elected to redeem 1,306 shares out of 3,313 shares of vested phantom stock into 1,306 shares of ARMOUR common stock. The person also elected to redeem the remaining 2,007 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 3,313 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013, reflected on a pre-reverse-split basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ULM SCOTT
3001 OCEAN DRIVE
SUITE #201
VERO BEACH, FL 32963
X
Co-CEO and CIO

Signatures
/s/ Scott J. Ulm 10/5/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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