Robert Spears - Oct 19, 2021 Form 4 Insider Report for CAPSTEAD MORTGAGE CORP (CMO)

Role: EVP & CIO
Signature: /s/ Lindsey Crabbe for Robert Spears
Stock symbol: CMO
Transactions as of: Oct 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/21/2021, 08:52 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CMO	Common Stock	Options Exercise		+203K	+30.03%		879K	Oct 19, 2021	Direct	F2
transaction	CMO	Common Stock	Disposed to Issuer		-879K	-100%		0	Oct 19, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CMO	Restricted Stock Units	Options Exercise		-203K	-100%		0	Oct 19, 2021	Common Stock	203K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Spears is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On October 19, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of July 25, 2021, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of September 22, 2021 (as amended, the "Merger Agreement"), by and among Franklin BSP Realty Trust, Inc. ("FBRT"), Rodeo Sub I, LLC, a wholly owned subsidiary of FBRT ("Merger Sub"), the Issuer and Benefit Street Partners L.L.C., FBRT's external manager ("BSP"), the Issuer merged with and into Merger Sub with Merger Sub surviving as the continuing company (the "Merger"). At the effective time of the Merger, each share of common stock of the Issuer was converted into the right to receive (i) from FBRT, 0.3288 newly-issued shares of common stock, par value $0.01 per share, of FBRT, (ii) from FBRT, $0.21 in cash and (iii) from BSP, $0.73 in cash (the "Per Common Share Merger Consideration").
F2	Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding performance unit held by the reporting person became earned and vested and was converted into one share of common stock of the Issuer that would be entitled to receive the Per Common Share Merger Consideration.

Content

On October 19, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of July 25, 2021, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of September 22, 2021 (as amended, the "Merger Agreement"), by and among Franklin BSP Realty Trust, Inc. ("FBRT"), Rodeo Sub I, LLC, a wholly owned subsidiary of FBRT ("Merger Sub"), the Issuer and Benefit Street Partners L.L.C., FBRT's external manager ("BSP"), the Issuer merged with and into Merger Sub with Merger Sub surviving as the continuing company (the "Merger"). At the effective time of the Merger, each share of common stock of the Issuer was converted into the right to receive (i) from FBRT, 0.3288 newly-issued shares of common stock, par value $0.01 per share, of FBRT, (ii) from FBRT, $0.21 in cash and (iii) from BSP, $0.73 in cash (the "Per Common Share Merger Consideration").

Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding performance unit held by the reporting person became earned and vested and was converted into one share of common stock of the Issuer that would be entitled to receive the Per Common Share Merger Consideration.