Statement of Changes in Beneficial Ownership (4)
October 01 2021 - 5:13PM
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).
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
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1. Name and Address of Reporting Person
*
MOUNTAIN JAMES R |
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc.
[
ARR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
3001 OCEAN DRIVE, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2021 |
(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, par value $0.001 per share | 10/1/2021 | | S | | 33700 | D | $10.8065 (1) | 55110 | 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 |
7.00% Series C Cumulative Redeemable Preferred Stock | (2) | 7/27/2021 | | G |
V
| | 500 | (2) | (3) | Common Stock, par value $0.001 per share | 1307.0 | $0 | 4500 | I | By Spouse's Revocable Trust |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.78 to $10.86, inclusive. The reporting person undertakes to provide ARMOUR Residential REIT, Inc., any security holder of ARMOUR Residential REIT, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1). |
(2) | Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series C Preferred Stock) of the issuer, the reporting person will have the right to convert the shares of Series C Preferred Stock into a number of shares of common stock of the issuer per share of Series C Preferred Stock equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock plus the amount of any accumulated and unpaid dividends by (y) the Common Stock Price (as defined in the Articles Supplementary relating to the Series C Preferred Stock); and (ii) 2.613696, subject to certain adjustments indicated in the Articles Supplementary relating to the Series C Preferred Stock. |
(3) | The Series C Preferred Stock has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MOUNTAIN JAMES R 3001 OCEAN DRIVE SUITE 201 VERO BEACH, FL 32963 |
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| Chief Financial Officer |
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Signatures
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/s/ James R. Mountain | | 10/1/2021 |
**Signature of Reporting Person | Date |
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