Granite Point Mortgage Trust (GPMT) Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

TWO HARBORS INVESTMENT CORP.

(Last) (First) (Middle)

590 MADISON AVENUE

36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Granite Point Mortgage Trust Inc. [ GPMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2017

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	09/28/2017		P		25,000(1)	A	$18.744(2)	33,331,662	I	See footnote(3)
Common stock, par value $0.01 per share	09/29/2017		P		25,000(1)	A	$18.7899(4)	33,356,662	I	See footnote(3)
Common stock, par value $0.01 per share	10/02/2017		P		16,918(1)	A	$18.8966(5)	33,373,580	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

TWO HARBORS INVESTMENT CORP.

(Last) (First) (Middle)

590 MADISON AVENUE

36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Capitol Acquisition Corp

(Last) (First) (Middle)

601 CARLSON PARKWAY

SUITE 1400

(Street)

MINNETONKA MN 55305

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TWO HARBORS OPERATING Co LLC

(Last) (First) (Middle)

590 MADISON AVENUE

36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The securities were purchased by Capitol Acquisition Corp. ("Capitol"), a wholly owned indirect subsidiary of Two Harbors Investment Corp. ("Two Harbors"), pursuant to a rule 10b5-1 stock purchase plan that Two Harbors committed to adopt in connection with Granite Point Mortgage Trust Inc.'s ("Granite Point") formation transaction and initial public offering ("IPO"). As previously disclosed, Two Harbors does not intend to distribute any shares that Capitol acquires through the stock purchase plan to its stockholders as part of an anticipated special dividend of Granite Point shares. Any shares of common stock purchased by Capitol pursuant to the stock purchase plan are subject to lock-up arrangements between Two Harbors and the IPO underwriters.

2. Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.63 to $18.78. The reporting person undertakes to provide, upon request, full information regarding the shares purchased in such transactions.

3. The securities are held by wholly owned subsidiaries of Two Harbors. As of the date hereof, 33,071,000 shares were held by Two Harbors Operating Company LLC and 302,580 shares were held by Capitol.

4. Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.73 to $18.83. The reporting person undertakes to provide, upon request, full information regarding the shares purchased in such transactions.

5. Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.73 to $18.96. The reporting person undertakes to provide, upon request, full information regarding the shares purchased in such transactions.

Remarks:

	/s/ Two Harbors Investment Corp., By: Thomas Siering, President and Chief Executive Officer	10/02/2017
	/s/ Capitol Acquisition Corp. By: Thomas Siering, President and Chief Executive Officer	10/02/2017
	/s/ Two Harbors Operating Company LLC, By: Thomas Siering, President and Chief Executive Officer	10/02/2017
	** 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 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.