Annaly Capital Management (NLY) Form 4/A ANNALY CAPITAL MANAGEMENT / WELLINGTON DENAHAN ownership change

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^*

DENAHAN WELLINGTON

(Last) (First) (Middle)

C/O: ANNALY CAPITAL MANAGEMENT, INC.

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANNALY CAPITAL MANAGEMENT INC [ NLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/08/2015

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. 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
Common Stock	05/08/2015		P		13,268(1)	A	$10.11	1,388,186(1)	D
Common Stock	05/11/2015		P		184,948(1)	A	$10.04	1,573,134(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Option to purchase Common Stock(2)	$17.07							07/07/2006	07/07/2015	Common Stock	150,000		150,000	D
Option to purchase Common Stock(2)	$15.7							05/17/2008	05/17/2017	Common Stock	150,000		150,000	D
Option to purchase Common Stock(2)	$16.46							05/08/2009	05/08/2018	Common Stock	200,000		200,000	D
Option to purchase Common Stock(2)	$15.61							09/19/2009	09/19/2018	Common Stock	200,000		200,000	D

Explanation of Responses:

1. The number of "securities acquired" was listed incorrectly on the Form 4 filing made on May 12, 2015 due to an administrative error. A purchase of 13,268 shares was made on May 8, 2015 and a second purchase of 184,948 shares was made on May 11, 2015. The Amount of Securities Beneficially Owned Following Reported Transaction on May 8, 2015 was 1,388,186 and the Amount of Securities Beneficially Owned Following Reported Transaction on May 11, 2015 is 1,573,134.

2. Options previously granted.

Remarks:

	/s/ Wellington Denahan	05/13/2015
	** 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).
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