Michael Ralph S Iii Form 4 Arlington Asset Investment / RALPH S MICHAEL III 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^*

MICHAEL RALPH S III

(Last) (First) (Middle)

C/O ARLINGTON ASSET INVESTMENT CORP.

6862 ELM STREET, SUITE 320

(Street)

MCLEAN VA 22101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arlington Asset Investment Corp. [ AAIC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

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

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
Class A Common Stock								7,325(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
Deferred Stock Unit	(2)	06/16/2022		A		26,490(3)		(3)	(3)	Class A Common Stock	26,490(3)	$0.00	46,097	D
Restricted Stock Unit	(4)							(4)	(4)	Class A Common Stock	(4)		90,108(4)	D

Explanation of Responses:

1. Represents the current number of shares of Class A common stock owned. No transaction occurred and is for informational purposes only.

2. Each deferred stock unit ("DSU") represents a contingent right to receive one share of Class A common stock.

3. Represents annual grant of DSUs pursuant to the Company's 2021 Long-Term Incentive Plan in connection with the reporting person's service as a non-employee director of the Company. DSUs vest immediately on the award grant date. Vested DSUs are converted into shares of Class A common stock on a one-for-one basis upon the later of the reporting person's separation from service on the board or the first anniversary of the grant date (the "Settlement Date"). If a change in control occurs before the Settlement Date, the settlement will occur on the control change date. The reporting person does not have voting rights with respect to, but receives dividend equivalent payments on outstanding DSUs.

4. Represents restricted stock units ("RSUs") previously granted pursuant the Company's prior long-term incentive plans. RSUs have the same material terms as DSUs. No transaction occurred and is for informational purposes only.

Remarks:

	D. Scott Parish, Attorney-in-Fact	06/17/2022
	** 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).
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