Bonnie M. Wongtrakool - Dec 6, 2023 Form 4 Insider Report for Western Asset Mortgage Capital Corp (WMC)

Role: Chief Executive Officer, Director
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, 04:58 PM
Previous filing: Jan 7, 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		-1.06K	-100%		0	Dec 6, 2023	Held in IRA.	F1, F2

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

Bonnie M. Wongtrakool 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	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.

Content

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").

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.