Michael W. Vranos - Oct 14, 2024 Form 4 Insider Report for Ellington Financial Inc. (EFC)

Signature
/s/ Alaael-Deen H. Shilleh, attorney-in-fact for Michael W. Vranos
Stock symbol
EFC
Transactions as of
Oct 14, 2024
Transactions value $
-$355,353
Form type
4
Date filed
10/16/2024, 05:20 PM
Previous filing
Jul 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EFC Common Stock Sale -$175K -14K -7.68% $12.48 168K Oct 14, 2024 In Trusts F4
transaction EFC Common Stock Sale -$181K -14.4K -8.53% $12.58 154K Oct 15, 2024 In Trusts F4
holding EFC Common Stock 927K Oct 14, 2024 See Footnote F1
holding EFC Common Stock 1.89M Oct 14, 2024 See footnote F2
holding EFC Common Stock 38.8K Oct 14, 2024 In Trust F3

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
holding EFC LTIP Units 319K Oct 14, 2024 Common Stock 319K See footnote F5
holding EFC Common Units 28.5K Oct 14, 2024 Common Stock 28.5K See footnote F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Of these 1,025,920 common shares, 1,024,079 common shares are owned directly by EMG Holdings, L.P. ("EMGH") and 1,841 common shares are directly owned by EFM. VC Investments LLC ("VC") is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of common shares held by EMGH and EFM, and may be regarded as the beneficial owners of the common shares. Each of Michael W. Vranos and VC disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
F2 Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
F3 38,759 shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.
F4 These shares of Common Stock are held in family trusts established by EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee. One of the trusts, in which Mr. Vranos has sole voting power, owns 91,822 shares of Common Stock, and did not participate in these reported sales. The other trusts, in which Mr. Vranos has shared voting power, hold the remaining shares of Common Stock; the decision to enter into the reported transactions was made by another trustee who shares voting power in the selling trust with Mr. Vranos. The total holdings in these trusts have also been adjusted to reflect acquisitions resulting from the reinvestment of dividends pursuant to a plan that provides for the regular reinvestment of dividends, is a broad-based plan, does not discriminate in favor of employees of the Company, and operates on substantially the same terms for all plan participants.
F5 Represent a separate non-voting class of limited liability company interests ("LTIP Units") of the Issuer, which are structured as profits interests. The LTIP Units may be converted, at the election of the holder, into common shares representing limited liability company interests of the Issuer on a one-for-one basis. The 372,162 LTIP Units are held by EMGH and have vested. Mr. Vranos disclaims beneficial ownership of these LTIP Units except to the extent of his pecuniary interest therein.
F6 Represents a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC, the operating partnership of Ellington Financial LLC (the "Issuer"). The Common Units may be converted into common shares representing limited liability company interests of the Issuer on a one-for-one basis after a two-year holding period and other applicable conditions have been satisfied. The two-year holding period may be waived upon the occurrence of certain events.
F7 After the sale by Mr. Penn, 82,484 Common Units were held by EMGH, 90,757 Common Units were held by the Vranos Family Trust and 38,759 Common Units were held by the Penn Family Trust. Mr. Vranos continued to have certain consent rights with respect to transfers of all Common Units including those held by the Vranos Family Trust and the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the Common Units held by the Vranos Family Trust and the Penn Family Trust.