Ralph S. Michael III - Dec 14, 2023 Form 4 Insider Report for Arlington Asset Investment Corp. (AAIC)

Role
Director
Signature
D. Scott Parish, Attorney-in-Fact
Stock symbol
AAIC
Transactions as of
Dec 14, 2023
Transactions value $
$0
Form type
4
Date filed
12/18/2023, 08:53 PM
Previous filing
May 2, 2023
Next filing
Apr 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AAIC Class A Common Stock Disposed to Issuer -7.33K -100% 0 Dec 14, 2023 Direct F1, F2

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 AAIC Restricted Stock Units Disposed to Issuer -90.1K -100% 0 Dec 14, 2023 Class A Common Stock 90.1K Direct F3
transaction AAIC Deferred Stock Units Disposed to Issuer -46.1K -100% 0 Dec 14, 2023 Class A Common Stock 46.1K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ralph S. Michael III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 14, 2023, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2023 (the "Agreement"), by and among the Issuer, Ellington Financial Inc., a Delaware corporation ("Parent"), EF Merger Sub Inc., a Virginia corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), and solely for the limited purposes set forth in the Agreement, Ellington Financial Management LLC, a Delaware limited liability company ("EFC Manager"), the Issuer merged with and into Merger Sub with Merger Sub continuing as the surviving corporation and a subsidiary of Parent (the "Merger").
F2 Pursuant to the Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) from Parent, 0.3619 shares of Parent's common stock, with fractional shares paid out in cash, and (ii) from EFC Manager, $0.09 in cash (the "Per Share Common Merger Consideration").
F3 Pursuant to the Agreement, at the Effective Time, each outstanding restricted stock unit held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration.
F4 Pursuant to the Agreement, at the Effective Time, each outstanding deferred stock unit held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration.