SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Armour Residential REIT, Inc. [ ARR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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(1)(2)(3) | (1)(4) | 01/12/2021 | A | 12,500 | (1)(2) | (1)(2) | Common Stock | 12,500 | (1)(4) | 31,900(1) | D | ||||
| Phantom Stock(3)(5)(6)(7)(8) | (4)(5) | 01/12/2021 | A | 63,250 | (5)(6) | (5)(6) | Common Stock | 63,250 | (4)(5) | 95,150 | D | ||||
| Explanation of Responses: |
| 1. The reporting person was granted an aggregate of 12,500 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Second Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule as follows. 600 phantom shares will vest on February 20, 2021 with an additional 600 phantom shares vesting on each following May 20, August 20, and February 20, through August 20, 2025. On November 20, 2021, 700 phantom shares will vest, with an additional 700 phantom shares vesting each November 20 through November 20, 2025, at which time all phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days. |
| 2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his unvested phantom stock which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement. |
| 3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment. |
| 4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. |
| 5. The reporting person was granted, for services provided to and through the Manager for the benefit of ARMOUR, an aggregate of 63,250 phantom shares under the Plan pursuant to the time-based vesting schedule as follows. 2,400 phantom shares will vest on February 20, 2021 with an additional 2,400 phantom shares vesting on each following May 20, August 20, and February 20, through August 20, 2026. On November 20, 2021, 2,500 phantom shares will vest, with an additional 2,500 phantom shares vesting each November 20 through November 20, 2026. On February 20, 2027, 2,500 phantom shares will vest, with an additional 2,550 phantom shares vesting on May 20, 2027, at which time all phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days. |
| 6. Upon (i) ARMOUR Capital Management LP, ARMOUR's manager ("Manager"), or Staton Bell Blank Check LLC, the sub-manager of the Manager ("Sub-Manager"), voluntarily terminating its services pursuant to the management agreement between ARMOUR and the Manager ("Management Agreement") or the sub-management agreement between the Sub-Manager and the Manager ("Sub-Management Agreement"), respectively, (ii) ARMOUR terminating the Management Agreement for cause, or (iii) the Manager terminating the Sub-Manager for cause, the reporting person shall forfeit all unvested phantom stock. Upon the termination of the reporting person's service with the Sub-Manager, the reporting person shall forfeit all unvested phantom stock. |
| 7. Upon the termination of the reporting person's services to ARMOUR through the Manager in his capacity as a principal of the Sub-Manager, advisor to the Manager, and director of ARMOUR for good reason, the reporting person's unvested phantom stock will continue to vest in accordance with the schedule described in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement. The reporting person's unvested phantom stock will automatically fully vest upon the reporting person's termination with the Manager due to (a) the earlier of ARMOUR terminating the Management Agreement without cause or notice by ARMOUR of terminating the Management Agreement without cause, or (b) the earlier of the Manager terminating the Sub-Management Agreement without cause or notice by the Manager of terminating the Sub-Management Agreement without cause. |
| 8. All other material terms of this grant are the same as the applicable terms of the grant described above. |
| Remarks: |
| /s/ Marc H. Bell | 01/14/2021 | |
| ** 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 Number. | ||