Robert W. Lehman - Dec 6, 2023 Form 4 Insider Report for Western Asset Mortgage Capital Corp (WMC)

Role: Chief Financial Officer
Signature: /s/ Adam C. E. Wright, by Power of Attorney
Stock symbol: WMC
Transactions as of: Dec 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/8/2023, 04:57 PM
Previous filing: Jul 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WMC	Common Stock, par value $0.01 per share	Disposed to Issuer		-24.4K	-100%		0	Dec 6, 2023	Direct	F1, F2, F3

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

Robert W. Lehman 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 6, 2023, AG Mortgage Investment Trust, Inc. ("MITT") acquired Western Asset Mortgage Capital Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of August 8, 2023, entered into by and among the Issuer, MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), and solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC ("MITT Manager") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Merger Sub surviving such merger as a subsidiary of MITT (the "Merger").
F2	Includes 12,385 restricted stock units ("RSUs"). Reflects adjusted amounts related to a previous reverse stock split and reconciliation of the Issuer's records.
F3	At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 1.498 validly issued, fully-paid and nonassessable shares of MITT common stock, and $0.92 in cash from MITT Manager, subject to any applicable withholding taxes (collectively, the "Merger Consideration"). Each Issuer RSU (collectively, "RSUs"), whether vested or unvested, relating to Issuer common stock outstanding immediately prior to the Effective Time vested (to the extent not yet vested) effective as of immediately prior to the Effective Time were treated as a share of Issuer common stock for purposes of receiving the Merger Consideration pursuant to the terms of the Merger Agreement, subject to any applicable withholding taxes.