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) 08/24/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, par value $0.001 per share | 08/24/2020 | M | 11,640(1) | A | $0 | 178,738 | D | |||
| Common Stock, par value $0.001 per share | 08/24/2020 | D | 4,650(1) | D | $9.61 | 174,088 | D | |||
| Common Stock, par value $0.001 per share | 80,000(2) | I | By ARMOUR Capital Management LP | |||||||
| 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 | (3) | 08/24/2020 | M | 11,640(1) | (1) | (1) | Common Stock | 11,640 | $0 | 144,760(1) | D | ||||
| Explanation of Responses: |
| 1. On August 24, 2020, the reporting person elected to convert 6,990 shares out of 11,640 shares of vested phantom stock into 6,990 shares of ARMOUR common stock. The person elected to convert the remaining 4,650 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 11,640 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on November 22, 2017 and January 16, 2020, and phantom stock vesting over a two-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on May 19, 2020. |
| 2. The reported shares were purchased and are owned directly by ARMOUR Capital Management LP ("ACM"), a limited partnership that is the external manager of the issuer. The shares have been reported in the aggregate for both Mr. Zimmer herein and Mr. Scott Ulm, a Co-CEO of the issuer, in a separate Form 4 report. Mr. Zimmer is the sole controlling member of Remmiz LLC, which is one of the general partners of ACM, along with an entity controlled by Mr. Ulm. Mr. Zimmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. |
| Remarks: |
| /s/ Jeffrey J. Zimmer | 08/26/2020 | |
| ** 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. | ||