Statement of Changes in Beneficial Ownership (4)
March 29 2022 - 7:10PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Haas G Hunter IV |
2. Issuer Name and Ticker or Trading Symbol
Orchid Island Capital, Inc.
[
ORC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O BIMINI CAPITAL MANAGEMENT, INC., 3305 FLAMINGO DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2022 |
(Street)
VERO BEACH, FL 32963
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/25/2022 | | M | | 4778 (1) | A | $0 | 135188 | D | |
Common Stock | 3/25/2022 | | F | | 1737 (3) | D | $3.35 (2) | 133451 | D | |
Common Stock | 3/28/2022 | | A | | 58947 (4) | A | $0 | 192398 | D | |
Common Stock | 3/28/2022 | | F | | 21428 (5) | D | $3.36 (6) | 170970 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Performance Units | (1) | 3/25/2022 | | M | | | 4778.5 | (1) | (1) | Common Stock | 4778.5 | $0 | 43006.5 | D | |
Performance Units | (7) | 3/28/2022 | | A | | 58947 | | (7) | (7) | Common Stock | 58947 | $0 | 101953.5 | D | |
Explanation of Responses: |
(1) | These shares represent 4,778 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 22, 2021 pursuant to the Issuer's 2012 Long Term Incentive Compensation Plan and 2020 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on March 25, 2022. |
(2) | The price represents the closing price of the Company's common stock on March 25, 2022. |
(3) | The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of shares that occurred on March 25, 2022. |
(4) | Unrestricted shares of the Issuer's common stock issued under the 2021 Equity Incentive Compensation Plan and the 2017 Long-Term Incentive Compensation Plan, the 2019 Long-Term Incentive Compensation Plan and the 2021 Long-Term Incentive Compensation Plan. |
(5) | The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the awarding of shares that occurred on March 28, 2022. |
(6) | The price represents the closing price of the Company's common stock on March 28, 2022. |
(7) | Performance units issued under the 2021 Equity Incentive Compensation Plan and the 2017 Long-Term Incentive Compensation Plan, the 2019 Long-Term Incentive Compensation Plan and the 2021 Long Term Incentive Compensation Plan. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units are earned at the rate of 10% per quarter commencing with the quarter ending March 31, 2023 and concluding with the quarter ending June 30, 2025. The number of performance units actually earned by the Reporting Person is subject to adjustment based on the Issuer's achievement of certain performance goals as set forth in a performance unit award agreement by and between the Issuer and the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Haas G Hunter IV C/O BIMINI CAPITAL MANAGEMENT, INC. 3305 FLAMINGO DRIVE VERO BEACH, FL 32963 | X |
| Chief Financial Officer |
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Signatures
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/s/ G. Hunter Haas, IV | | 3/29/2022 |
**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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