Current Report Filing (8-k)

ARLINGTON ASSET INVESTMENT CORP.

Date: April 13, 2018

/s/ Richard E. Konzmann

Richard E. Konzmann

Executive Vice President, Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 13, 2018

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

Virginia

54-1873198

001-34374

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

(Commission

File Number)

1001 Nineteenth Street North

Arlington, VA 22209

(Address of principal executive offices) (Zip code)

(703) 373-0200

(Registrant’s telephone number including area code)

N/A

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

On April 13, 2018, Arlington Asset Investment Corp. (the “Company”) entered into a First Amendment (the “First Amendment”) to its Rights Agreement, dated June 5, 2009, with American Stock Transfer & Trust Company, LLC (the “Rights Agreement”). The First Amendment extends the expiration date of the “Rights,” as specified in the Rights Agreement, until June 4, 2022. No shareholder approval was required for adoption of the First Amendment; however, the Company intends to submit the First Amendment to its shareholders for approval at the 2018 annual meeting of shareholders.

The foregoing description of the Rights Agreement and the First Amendment are not complete and are subject to and qualified by reference to the full text of the Rights Agreement and the First Amendment filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders

The information included in Item 1.01 above and the documents filed as Exhibits 4.1 and 4.2 hereto are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits


Exhibit		Description of Exhibit

4.1		Rights Agreement, dated as of June 5, 2009, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 5, 2009).

4.2		First Amendment to Rights Agreement, dated as of April 13, 2018, between the Company and American Stock Transfer & Trust Company, LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.