Statement of Changes in Beneficial Ownership (4)
August 25 2022 - 4:47PM
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).
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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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3235-0287
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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
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ULM SCOTT |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-CEO |
(Last)
(First)
(Middle)
3001 OCEAN DRIVE, SUITE #201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/23/2022 |
(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 | 8/23/2022 | | M | | 18540 (1) | A | $0 | 214623 | D | |
Common Stock, par value $0.001 per share | 8/23/2022 | | D | | 7416 (1) | D | $7.06 | 207207 | 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 |
Phantom Stock | (2) | 8/23/2022 | | M | | | 18540 | (1) | (1) | Common Stock | 18540.0 | $0 | 182590 | D | |
Explanation of Responses: |
(1) | On August 23, 2022, the reporting person elected to convert 18,540 shares of vested phantom stock into 11,124 shares of ARMOUR common stock and to convert the remaining 7,416 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 18,540 shares are part of, and relate to, phantom stock vesting over a five-year period, reported on Form 4s filed on November 22, 2017 and January 2020, phantom stock vesting over a two-and-a-half year period, reported on Form 4 filed on May 19, 2020, and phantom stock vesting over a six-and-a-half year periods, reported on a Form 4 filed on January 14, 2021. |
(2) | Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ULM SCOTT 3001 OCEAN DRIVE SUITE #201 VERO BEACH, FL 32963 | X |
| Co-CEO |
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Signatures
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/s/ Scott J. Ulm | | 8/25/2022 |
**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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