Statement of Changes in Beneficial Ownership (4)
March 29 2022 - 07:10PM
Edgar (US Regulatory)
FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
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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 * Haas G Hunter IV |
2. Issuer Name and Ticker or Trading
Symbol Orchid Island Capital, Inc. [ ORC ] |
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
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(Street)
VERO BEACH, FL 32963
(City)
(State)
(Zip)
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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 |
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)
|
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
|
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 |
|
Signatures
|
/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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