UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act
of 1934
(Amendment No.
)*
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AG Mortgage
Investment Trust, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per
share
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(Title of Class of
Securities)
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001228105
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(CUSIP Number)
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Shawn Wells
President and General
Counsel
Hill Country Asset Management
L.P.
165 Hargraves Drive
Building S, Suite S-280
Austin, TX 78737
(512) 664-0823
With a copy to:
Russell Leaf
Jared Fertman
Willkie Farr & Gallagher
LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
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April 12, 2022
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(Date of Event which Requires
Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ☒
Note: Schedules filed in paper
format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 001228105
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Page 2 of 10 Pages
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hill Country Asset Management, LP
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,058,244
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,058,244
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,244
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6% (1)
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14
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TYPE
OF REPORTING PERSON
IA,
PN
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(1) Based
on the 23,915,293 shares of Common Stock, $0.01 par value per share
(the “Common Stock”) of AG Mortgage Investment Trust, Inc.
(the “Issuer”) outstanding as of March 8, 2022, as reported
by the Issuer in its definitive proxy statement on Schedule 14A,
dated March 21, 2022, as filed with the U.S. Securities and
Exchange Commission (the “SEC”) on March 21, 2022 (the
“Proxy Statement”).
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CUSIP No. 001228105
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Page 3 of 10 Pages
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hill Country Special Opportunities Master Fund, LP
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
2,058,244
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
2,058,244
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|
10
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SHARED
DISPOSITIVE POWER
0
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,244
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6% (1)
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14
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TYPE
OF REPORTING PERSON
FI,
PN
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(1) Based
on the 23,915,293 shares of Common Stock, $0.01 par value per share
(the “Common Stock”) of AG Mortgage Investment Trust, Inc.
(the “Issuer”) outstanding as of March 8, 2022, as reported
by the Issuer in its definitive proxy statement on Schedule 14A,
dated March 21, 2022, as filed with the U.S. Securities and
Exchange Commission (the “SEC”) on March 21, 2022 (the
“Proxy Statement”).
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CUSIP No. 001228105
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Page 4 of 10 Pages
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew W. Olson
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
|
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8
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SHARED
VOTING POWER
2,058,244
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|
9
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SOLE
DISPOSITIVE POWER
0
|
|
10
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SHARED
DISPOSITIVE POWER
2,058,244
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,244
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6% (1)
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14
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TYPE
OF REPORTING PERSON
HC,
IN
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(1) Based
on the 23,915,293 shares of Common Stock, $0.01 par value per share
(the “Common Stock”) of AG Mortgage Investment Trust, Inc.
(the “Issuer”) outstanding as of March 8, 2022, as reported
by the Issuer in its definitive proxy statement on Schedule 14A,
dated March 21, 2022, as filed with the U.S. Securities and
Exchange Commission (the “SEC”) on March 21, 2022 (the
“Proxy Statement”).
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CUSIP No. 001228105
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Page 5 of 10 Pages
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven L. Kuhn
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,058,244
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,058,244
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,244
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6% (1)
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14
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TYPE
OF REPORTING PERSON
HC,
IN
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(1) Based
on the 23,915,293 shares of Common Stock, $0.01 par value per share
(the “Common Stock”) of AG Mortgage Investment Trust, Inc.
(the “Issuer”) outstanding as of March 8, 2022, as reported
by the Issuer in its definitive proxy statement on Schedule 14A,
dated March 21, 2022, as filed with the U.S. Securities and
Exchange Commission (the “SEC”) on March 21, 2022 (the
“Proxy Statement”).
Item 1. Security
and Issuer.
This statement on Schedule 13D (this “Schedule 13D”) relates
to the Common Stock, $0.01 par value per share (the “Common
Stock”) of AG Mortgage Investment Trust, Inc., a Maryland
corporation (the “Issuer”). The shares of Common Stock
of the Issuer are collectively referred to in this Schedule 13D as
the “Shares”. The address of the principal executive offices
of the Issuer is 245 Park Avenue, 26th Floor, New York, NY
10167.
Item 2. Identity and Background.
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(a) |
The
persons filing this Schedule 13D are Hill Country Asset Management
L.P., a Delaware limited partnership (“Hill Country”), Hill
Country Special Opportunities Master Fund, LP, a Cayman Islands
limited partnership (the “Master Fund”), Andrew W. Olson, a
citizen of the United States of America (“Mr. Olson”), and
Steven L. Kuhn, a citizen of the United States of America (“Mr.
Kuhn” and, together with Hill Country, Master Fund and Mr.
Olson, the “Reporting Persons”).
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Master Fund, for which Hill Country acts as the investment advisor,
directly owns the Shares set forth in this Schedule 13D. Hill
Country may be deemed to have beneficial ownership over the Shares
directly owned by Master Fund by virtue of the authority granted to
it to vote and to dispose of the securities held by Master
Fund.
Mr. Olson is the Chief Executive Officer of Hill Country and a
member of Hill Country. By virtue of such positions, Mr.
Olson may be deemed to have beneficial ownership over the Shares
directly owned by Master Fund.
Mr. Kuhn is the Chief Investment Officer of Hill Country and a
member of Hill Country. By virtue of such positions, Mr. Kuhn
may be deemed to have beneficial ownership over the Shares directly
owned by Master Fund.
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(b) |
The
principal business address of the Reporting Persons is c/o Hill
Country Asset Management L.P., 165 Hargraves Drive, Building S,
Suite S-280, Austin, TX 78737.
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(c) |
Hill
Country’s principal business is serving as investment advisor to
Master Funds and other funds and private investment vehicles
affiliated with the Reporting Persons (collectively, the
“Funds”). The principal business of Master Fund is
making investments. Mr. Olson’s principal occupation is
serving as the Chief Executive Officer of Hill Country. Mr.
Kuhn’s principal occupation is serving as the Chief Investment
Officer of Hill Country.
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The name, citizenship, present principal occupation or employment
and business address of each director and executive officer of Hill
Country and Master Fund is set forth in Schedule I attached
hereto.
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(d) |
None of
the Reporting Persons, nor, to the best of the Reporting Persons’
knowledge, any manager or executive officer of Hill Country or
Master Fund, has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e) |
None of
the Reporting Persons, nor, to the best of the Reporting Persons’
knowledge, any manager or executive officer of Hill Country or
Master Fund, has, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to
such laws.
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(f) |
Each of
Mr. Olson and Mr. Kuhn is a citizen of the United States of
America.
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Item 3. Source or Amount of Funds or Other
Consideration.
Each of the Reporting Persons may be deemed to beneficially own, in
the aggregate, 2,058,244 Shares. The aggregate purchase price
of the Shares was approximately $22,266,632. The source of
funding for these purchases was the general working capital of
Master Fund.
Item 4. Purpose of Transaction.
The Reporting Persons originally acquired the Shares because they
believe the Shares were undervalued. Since being acquired by
the Reporting Persons, the Shares have continued to decline in
value.
Because of this decline in value, the Reporting Persons intend to
engage with the board and management team of the Issuer regarding
its operations, performance and compensation practices, including
the Issuer’s management relationship with affiliates of Angelo,
Gordon & Co. and the Issuer’s share buy-back program. The
Reporting Persons seek to engage with the Issuer to increase
shareholder value.
The Reporting Persons will continue to review their investment on
an ongoing basis and reserve the right to, from time to time and at
any time: (i) acquire additional Shares and/or other equity, debt,
notes, instruments or other securities (collectively,
“Securities”) of the Issuer in the open market or otherwise;
(ii) dispose of any or all of their Securities in the open market
or otherwise; and (iii) engage in any hedging or similar
transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer.
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(a) |
The
Reporting Persons may be deemed to beneficially own, in the
aggregate, 2,058,244 Shares representing approximately 8.61% of the
outstanding Shares, based upon the 23,915,293 Shares outstanding as
of March 8, 2022, as reported by the Issuer in its definitive proxy
statement on Schedule 14A, dated March 21, 2022, as filed with the
U.S. Securities and Exchange Commission (the “SEC”) on March
21, 2022 (the “Proxy Statement”).
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(b) |
For
purposes of this Schedule 13D:
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All of the Shares which the Reporting Persons may be deemed to
beneficially own are held directly by Master Fund. Hill
Country, as the investment advisor to Master Fund, may be deemed to
have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the 2,058,244 Shares
held directly by Master Fund. By virtue of his positions as
the Chief Executive Officer and member of Hill Country, Mr. Olson
may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of)
the 2,058,244 Shares held directly by Master Fund. By virtue
of his positions as the Chief Investment Officer and member of Hill
Country, Mr. Kuhn may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the
disposition of) the 2,058,244 Shares held directly by Master
Fund.
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(c) |
The
following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting
Persons, inclusive of any transactions effected through 4:00 p.m.,
New York City time, on April 12, 2022. All such transactions were
purchases of Shares effected in multiple transactions in the open
market. The price reported in the Price Per Share column is a
weighted average price. The Reporting Persons undertake to provide
upon request by the staff of the SEC the full information regarding
the number of Shares purchased at each separate price.
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share ($)
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Price Range ($)
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Master Fund
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2/22/2022
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75,776
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$9.3405
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$9.24 – $9.35
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Hill Country Special Opportunities Fund GP, LLC, a Delaware limited
liability company, is the general partner of Master Fund and has
the right to receive dividends from, or proceeds from the sale of,
the shares of Common Stock held by Master Fund. Other than as set
forth herein, no other person has the right to receive or the power
to direct the receipt of dividends from, or proceeds from the sale
of, the securities reported herein.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person
with respect to any Securities of the Issuer, including but not
limited to transfer or voting of any of the Securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement, dated April 12, 2022, by and
among the Reporting Persons (filed herewith).
Exhibit 2 – Power of Attorney granted by Andrew W. Olson and Steven
L. Kuhn in favor of Shawn T. Wells, dated January 31, 2022, which
was previously filed with the SEC on January 31, 2021 as Exhibit
99.2 to the Schedule 13G filed by Hill Country Asset Management,
LP, Hill Country Special Opportunities Master Fund, LP, Andrew W.
Olson and Steven L. Kuhn with respect to AG Mortgage Investment
Trust, Inc. and is incorporated herein by reference.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 12, 2022
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HILL COUNTRY ASSET MANAGEMENT, LP
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By: Hill Country Asset Management, LLC, its general partner
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By:
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/s/ Shawn
Wells
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Name: Shawn Wells
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Title: President and General Counsel
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HILL COUNTRY SPECIAL OPPORTUNITIES MASTER FUND, LP
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By: Hill Country Special Opportunities Fund GP, LLC, its general
partner
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By:
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/s/ Shawn
Wells
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Name: Shawn Wells
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Title: President and General Counsel
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ANDREW W. OLSON
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By:
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/s/ Shawn
Wells
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Name: Shawn Wells
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Title: Attorney-in-Fact
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STEVEN L. KUHN
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By:
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/s/ Shawn
Wells
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Name: Shawn Wells
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Title: Attorney-in-Fact
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal
occupation of each director and executive officer of each of the
Reporting Persons. Each such person is a citizen of the
United States of America. Except as otherwise indicated, the
business address of each director and officer is c/o Hill Country
Asset Management L.P., 165 Hargraves Drive, Building S, Suite
S-280, Austin, TX 78737. To the best of the Reporting Persons’
knowledge, except as set forth in this statement on Schedule 13D,
none of the directors or executive officers of the Reporting
Persons own any Shares.
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Name
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Position
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Andrew W. Olson
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Chief Executive Officer of Hill
Country Asset
Management L.P. and Hill Country
Special
Opportunities Master Fund, LP
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Steven L. Kuhn
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Chief Investment Officer of Hill
Country Asset
Management L.P. and Hill Country
Special
Opportunities Master Fund, LP
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Shawn T. Wells
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President and General Counsel of Hill
Country Asset
Management L.P. and Hill Country
Special
Opportunities Master Fund, LP
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James M. Hansen
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Chief Operating Officer of Hill
Country Asset
Management L.P. and Hill Country
Special
Opportunities Master Fund, LP
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