J. Rock Tonkel Jr - Dec 14, 2023 Form 4 Insider Report for Arlington Asset Investment Corp. (AAIC)

Role
President and CEO, Director
Signature
D. Scott Parish, Attorney-in-Fact
Stock symbol
AAIC
Transactions as of
Dec 14, 2023
Transactions value $
-$199,761
Form type
4
Date filed
12/18/2023, 08:58 PM
Previous filing
Sep 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AAIC Class A Common Stock Tax liability -$200K -41.3K -4.86% $4.84 807K Dec 14, 2023 Direct F1, F2
transaction AAIC Class A Common Stock Disposed to Issuer -807K -100% 0 Dec 14, 2023 Direct F3, F4

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 Award $0 +1.42M +181.66% $0.00 2.21M Dec 14, 2023 Class A Common Stock 1.42M Direct F5
transaction AAIC Restricted Stock Units Tax liability -869K -39.35% 1.34M Dec 14, 2023 Class A Common Stock 869K Direct F5, F6
transaction AAIC Restricted Stock Units Disposed to Issuer -1.34M -100% 0 Dec 14, 2023 Class A Common Stock 1.34M Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

J. Rock Tonkel Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted restricted shares of the Issuer's Class A common stock.
F2 Based on the closing price of the Issuer's Class A common stock as reported on the New York Stock Exchange as of the date of vesting.
F3 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").
F4 Pursuant to the Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A 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"). In addition, immediately prior to the Effective Time, each outstanding restricted share of the Issuer's Class A common stock held by the reporting person became fully vested and all restrictions and limitations with respect thereto lapsed and, as of the Effective Time, was converted into the right to receive the Per Share Common Merger Consideration.
F5 Represents performance restricted stock units ("Performance RSUs") granted to the reporting person pursuant to the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan that were earned upon the achievement of certain performance goals or the change in control of the Issuer resulting from the Merger. Each Performance RSU represents the right to receive one share of the Issuer's Class A common stock. Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person became earned and fully vested (A) with respect to 640,468 Performance RSUs, based on the achievement of the applicable performance goals at the maximum performance level and (B) with respect to 784,314 Performance RSUs, based on the achievement of the applicable performance goals at the actual level of performance in connection with the Merger.
F6 Represents Performance RSUs withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted Performance RSUs.
F7 Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration