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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MICHAEL RALPH S III
2. Issuer Name and Ticker or Trading Symbol

Arlington Asset Investment Corp. [ AI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ARLINGTON ASSETS INVESTMENT CORP., 1001 NINETEENTH STREET NORTH
3. Date of Earliest Transaction (MM/DD/YYYY)

6/2/2011
(Street)

ARLINGTON, VA 22209
(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

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
Restricted Stock Units     (1) 6/2/2011     A      3180         (2) (3)   (2) (3) Class A Common Stock   3180   $0   22723   (4) D    

Explanation of Responses:
( 1)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of Arlington Asset Investment Corp. (the "Company").
( 2)  Represents annual grant of RSUs pursuant to the Company's 2011 Long-Term Incentive Plan (the "2011 Plan") in connection with the reporting person's service as a non-employee director of the Company. The RSUs vest immediately on the award grant date. Vested RSUs are converted into shares of Class A common stock on a one-for-one basis, with any fractional shares being settled in cash, upon the later of the reporting person's separation from service on the board of directors or the first anniversary of the grant date (the "Settlement Date"). If a change in control occurs before the Settlement Date, the settlement will occur on the control change date. (Continued in 3)
( 3)  (Continued from 2) RSUs previously granted to the reporting person pursuant to Company's 2004 Long-Term Incentive Plan (the "2004 Plan") vested on the first anniversary of the award grant date. Under the 2004 Plan, vested RSUs are converted into shares of Class A common stock on a one-for-one basis upon the reporting person's separation from service on the board of directors. The reporting person does not have voting rights with respect to, but receives dividend equivalent payments on, outstanding RSUs.
( 4)  Represents: (i) 389 RSUs granted on June 9, 2006 pursuant to the 2004 Plan, which vested on June 9, 2007; (ii) 683 RSUs granted on June 8, 2007 pursuant to the 2004 Plan, which vested on June 8, 2008; (iii) 2,279 RSUs granted on June 5, 2008 pursuant to the 2004 Plan, which vested on June 5, 2009; (iv) 11,513 RSUs granted on June 1, 2009 pursuant to the 2004 Plan, which vested on June 1, 2010; (v) 4,679 RSUs granted on June 2, 2010 pursuant to the 2004 Plan, which vested on June 2, 2011; and (vi) 3,180 RSUs granted on June 2, 2011 pursuant to the 2011 Plan, which vested on June 2, 2011. The number of RSUs granted on June 9, 2006, June 8, 2007, June 5, 2008 and June 1, 2009 have been adjusted to reflect the 1-for-20 reverse stock split that was effected on October 6, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MICHAEL RALPH S III
C/O ARLINGTON ASSETS INVESTMENT CORP.
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
X



Signatures
/s/ D. Scott Parish, Attorney-in-Fact 6/6/2011
** 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.
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