Ronald I. Simon - Dec 27, 2024 Form 4 Insider Report for Ellington Financial Inc. (EFC)

Role
Director
Signature
/s/ Alaael-Deen Shilleh, as attorney-in-fact for Ronald I. Simon
Stock symbol
EFC
Transactions as of
Dec 27, 2024
Transactions value $
$0
Form type
4
Date filed
12/30/2024, 04:44 PM
Previous filing
Sep 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EFC Common Stock Award $0 +8.38K +14.73% $0.00 65.3K Dec 27, 2024 By Trust F1, F2

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 EFC OP LTIP Units Other $0 -8.38K -100% $0.00 0 Dec 27, 2024 Common Units 8.38K Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 27, 2024, Dr. Simon and Ellington Financial Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") whereby Dr. Simon exchanged the 8,378 OP LTIP Units (as defined below) that were granted to him on September 11, 2024 pursuant to, and are subject to the terms and conditions of the Company's 2017 Equity Incentive Plan (the "Plan"), for 8,378 shares of common stock of the Company, $0.001 par value per share (the "Common Shares"). No other consideration was involved in connection with the Exchange Agreement. The Common Shares were also issued pursuant to, and are subject to the terms and conditions of, the Plan. The 8,378 Common Shares remain forfeitable, subject to Dr. Simon's continued service as a member of the board of directors of the Company, until December 26, 2025.
F2 The 8,378 Common Shares issued to Dr. Simon on December 27, 2024 are held at the transfer agent of the Company. All of the remaining Common Shares held by Dr. Simon are held in the Simon Family Trust (the "Trust"). Dr. Simon is a trustee of the Trust. Dr. Simon and his wife are the beneficiaries of the Trust. Dr. Simon disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F3 Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of Ellington Financial Operating Partnership LLC (the "Operating Partnership"), the operating partnership subsidiary of the Company.
F4 Upon issuance, the 8,378 OP LTIP Units remained forfeitable, subject to Dr. Simon's continued service as a member of the board of directors of the Company, until September 10, 2025. Once the vesting restrictions lapsed, the OP LTIP Units would have been able to be converted, at the election of the holder, or at any time at the election of the Company, into limited liability company interests of the Operating Partnership designated as common units ("Common Units") on a one-for-one basis. Subject to certain conditions, the Common Units would have been redeemable by the holder for an equivalent number of Common Shares or for the cash value of such Common Shares, at the Company's election. The OP LTIP Units were previously issued pursuant to, and are subject to the terms and conditions of the Plan. The rights to convert OP LTIP Units into Common Units and redeem such Common Units do not have expiration dates.