Richard Ernst Konzmann - Dec 14, 2023 Form 4 Insider Report for Arlington Asset Investment Corp. (AAIC)

Role: EVP, CFO and Treasurer
Signature: D. Scott Parish, Attorney-in-Fact
Stock symbol: AAIC
Transactions as of: Dec 14, 2023
Transactions value $: -$137,233
Form type: 4
Date filed: 12/18/2023, 08:59 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	-$137K	-28.4K	-13.79%	$4.84	177K	Dec 14, 2023	Direct	F1, F2
transaction	AAIC	Class A Common Stock	Disposed to Issuer		-177K	-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	+801K	+181.66%	$0.00	1.24M	Dec 14, 2023	Class A Common Stock	801K		Direct	F5
transaction	AAIC	Restricted Stock Units	Tax liability		-612K	-49.23%		631K	Dec 14, 2023	Class A Common Stock	612K		Direct	F5, F6
transaction	AAIC	Restricted Stock Units	Disposed to Issuer		-631K	-100%		0	Dec 14, 2023	Class A Common Stock	631K		Direct	F7

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

Richard Ernst Konzmann 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 360,265 Performance RSUs, based on the achievement of the applicable performance goals at the maximum performance level and (B) with respect to 441,176 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.