Statement of Changes in Beneficial Ownership (4)
February 25 2022 - 06:14PM
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 * GRUBER
MARK |
2. Issuer Name and Ticker or Trading
Symbol Armour Residential REIT, Inc. [ ARR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CIO |
(Last)
(First)
(Middle)
3001 OCEAN DRIVE, SUITE 201 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/23/2022
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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)
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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 |
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 |
2/23/2022 |
|
M |
|
4050 (1) |
A |
$0 |
75795 |
D |
|
Common Stock |
2/23/2022 |
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D |
|
1100 (1) |
D |
$8.27 |
74695 |
D |
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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 |
Phantom Stock |
(2) |
2/23/2022 |
|
M |
|
|
4050 |
(1) |
(1) |
Common Stock |
4050.0 |
$0 |
37750 |
D |
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Explanation of
Responses: |
(1) |
On February 23, 2022, the
reporting person elected to convert 2,950 shares out of 4,050
shares of vested phantom stock into 2,950 shares of ARMOUR common
stock. The person elected to convert the remaining 1,100 shares of
vested phantom stock into cash solely to pay income taxes on the
vested stock. The 4,050 shares are part of, and relate to, phantom
stock vesting over five-year periods, which was reported on Form 4
reports filed by the reporting person on November 22, 2017,
February 25, 2020, and January 14, 2021; phantom stock vesting over
a three-year period, which was reported on a Form 4 report filed by
the reporting person on May 27, 2020; and phantom stock vesting
over an approximately four-year period, which was reported on a
Form 4 filed by the reporting person on August 26,
2020. |
(2) |
Each unit of phantom stock
is the economic equivalent of one share of ARMOUR common
stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
GRUBER MARK
3001 OCEAN DRIVE
SUITE 201
VERO BEACH, FL 32963 |
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|
CIO |
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Signatures
|
/s/ Mark Gruber |
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2/25/2022 |
**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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