Amended Current Report Filing (8-k/a)
January 03 2020 - 4:17PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2020 (January 1, 2020)
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
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001-34506
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27-0312904
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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575 Lexington Avenue, Suite 2930
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New York, NY
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 629-2500
Registrant’s
telephone number, including area code
(Former name or former
address, if changed since 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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered
Pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading Symbol(s)
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Name of Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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TWO
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable Preferred Stock
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TWO PRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock
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TWO PRB
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New York Stock Exchange
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7.25% Series C Cumulative Redeemable Preferred Stock
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TWO PRC
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New York Stock Exchange
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7.75% Series D Cumulative Redeemable Preferred Stock
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TWO PRD
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New York Stock Exchange
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7.50% Series E Cumulative Redeemable Preferred Stock
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TWO PRE
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Explanatory Note
Two Harbors Investment Corp. is filing this Amendment No. 1
to its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 2, 2020 (the “Original
Form 8-K”), solely to correct the titles of Messrs. Greenberg and Koeppen referenced in the second sentence of the first
paragraph. As indicated elsewhere in the Original Form 8-K, Messrs. Greenberg and Koeppen were appointed as “Co-Chief Investment
Officers” effective January 1, 2020. No other changes have been made to the Original Form 8-K.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c)
Two Harbors Investment Corp. ("Two
Harbors" or the “Company”) has confirmed the appointment of each of William Greenberg and Matthew Koeppen as a
Vice President and Co-Chief Investment Officer, effective January 1, 2020. The appointment of Messrs. Greenberg and Koeppen as
Co-Chief Investment Officers became effective following the previously announced resignation of William Roth as of December 31,
2019.
William Greenberg, 52, has served as Managing
Director, Co-Deputy Chief Investment Officer of the Company since June 2018, with primary responsibility for the investment and
hedging strategy of the Company’s investment securities portfolio and conventional MSR holdings. Mr. Greenberg has over 25
years of experience managing portfolios of structured finance assets. Prior to joining Two Harbors in 2012, Mr. Greenberg was a
Managing Director at UBS AG, holding a variety of senior positions with responsibilities including managing the mortgage repurchase
liability risk related to over $100 billion of RMBS and whole loans. Additionally, Mr. Greenberg was co-head of trading within
the SNB StabFund, where he managed $40 billion of legacy RMBS, ABS and CMBS assets owned by the Swiss National Bank. Prior to joining
UBS, Mr. Greenberg was a Managing Director at Natixis NA, where he co-managed portfolios of RMBS and conventional MSR. Mr. Greenberg
holds a B.S. in physics from the Massachusetts Institute of Technology, and M.S. and Ph.D. degrees in theoretical nuclear physics
from the University of Washington.
Matthew Koeppen, 49, has served as Managing
Director, Co-Deputy Chief Investment Officer of the Company since June 2018, with primary responsibility for the investment and
hedging strategy of the Company’s investment securities portfolio and conventional MSR holdings. Mr. Koeppen has over 20
years of experience managing portfolios of structured finance assets. Prior to joining Two Harbors in 2010, Mr. Koeppen held a
variety of positions with Black River Asset Management, which was a division of Cargill, Inc. Most recently, Mr. Koeppen served
as a Managing Director of Business Development, where he was responsible for a variety of initiatives to diversify and grow assets
under management. From 2003 to 2007, Mr. Koeppen was a Managing Director and Portfolio Manager for Black River Asset Management.
In this role, he was responsible for managing a securitized products portfolio. From 1996 to 2003, Mr. Koeppen was a Vice President
in the Financial Markets Group for Cargill, where he traded Agency and non-Agency RMBS and municipal bonds. Mr. Koeppen received
a B.A. degree in financial management from the University of St. Thomas.
There are no arrangements or understandings
between either Mr. Greenberg or Mr. Koeppen and any other persons pursuant to which each were appointed as a Vice President and
Co-Chief Investment Officer of the Company. There are no family relationships between either Mr. Greenberg or Mr. Koeppen and any
director or executive officer of the Company, and neither has any direct or indirect material interest in any transaction or material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
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.
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TWO HARBORS INVESTMENT CORP.
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By:
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/s/ REBECCA B. SANDBERG
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Rebecca B. Sandberg
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General Counsel and Secretary
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Date: January 3, 2020
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