SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2017 | 3. Issuer Name and Ticker or Trading Symbol Armour Residential REIT, Inc. [ ARR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share | 1,940 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (1)(2) | (1)(2) | Common Stock, par value $0.001 per share | 1,314 | (3)(4) | D |
Explanation of Responses: |
1. The reporting person was granted 2,954 restricted stock units under ARMOUR's Amended and Restated 2009 Stock Incentive Plan pursuant to a vesting schedule as follows: 328 restricted stock units will vest at the end of each quarter beginning December 31, 2015 and ending September 30, 2017. For the quarter ended December 31, 2017, 330 restricted stock units will vest, at which time all restricted stock units will be vested. A total of 1,640 restricted stock units have already vested pursuant to this schedule prior to Mr. Harper becoming a reporting person. |
2. Upon termination of the reporting person's service with ARMOUR Capital Management LP ("ACM"), ARMOUR's external manager, or the termination of the Management Agreement between ARMOUR and ACM, all restricted stock units which have not vested prior to or concurrently with such termination will be forfeited by the reporting person; provided, however, that the restricted stock units will vest if the termination is due to death, disability, termination without cause, or retirement after age 62. The restricted stock units will automatically vest upon a change in control of ARMOUR. |
3. The reporting person has the right to elect to receive the amount of cash necessary to pay any income taxes instead of some of the shares of ARMOUR common stock. |
4. Each restricted stock unit is the economic equivalent of one share of ARMOUR common stock. |
Remarks: |
/s/ Gordon Harper | 02/24/2017 | |
** 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 5 (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. |