| 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 | -28.9K | -100% | 0 | Dec 6, 2023 | Direct | F1, F2, F3 |
M. Christian Mitchell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 28,783 restricted stock units ("RSUs"). Reflects adjusted amounts related to a 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 unvested RSU held by the Reporting Person was equitably adjusted effective as of the Effective Time into restricted share unit awards relating to shares of MITT common stock that have the same value, vesting terms and other terms and conditions as applied to the corresponding RSU immediately prior to the Effective Time. |