Robert E. Cauley - Mar 28, 2023 Form 4 Insider Report for Orchid Island Capital, Inc. (ORC)

Role: Chief Executive Officer, Director
Signature: /s/ Robert E. Cauley
Stock symbol: ORC
Transactions as of: Mar 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/29/2023, 08:57 AM
Previous filing: Jan 4, 2023
Next filing: Apr 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ORC	Common Stock	Options Exercise	$0	+2.02K	+4.64%	$0.00	45.6K	Mar 28, 2023	Direct	F1

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	ORC	Performance Units	Options Exercise	$0	-2.02K	-12.18%	$0.00	14.6K	Mar 28, 2023	Common Stock	2.02K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	These shares represent 906 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 22, 2021 pursuant to the Issuer's 2012 Long Term Incentive Compensation Plan and 2020 Long Term Equity Incentive Compensation Plan, and 1,117 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 28, 2022 pursuant to the Issuer's 2021 Long Term Incentive Compensation Plan and 2021 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on March 27, 2023.
F2	The number of shares of common stock issuable upon the vesting of the remaining outstanding Performance Units was reduced as a result of the book value impairment event that occurred pursuant to the Company's Long Term Incentive Compensation Plans (the "Plans"). A book value impairment event occurred when the Company's book value per share declined by more than 15% during the quarter ended September 30, 2022 and the Company's book value per share decline from July 1, 2022 to December 31, 2022 was more than 10%. The Plans provide that if such a book value impairment event occurs, then the number of performance units that are outstanding as of the last day of such two quarter period shall be reduced by 15%.

Content

These shares represent 906 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 22, 2021 pursuant to the Issuer's 2012 Long Term Incentive Compensation Plan and 2020 Long Term Equity Incentive Compensation Plan, and 1,117 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 28, 2022 pursuant to the Issuer's 2021 Long Term Incentive Compensation Plan and 2021 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on March 27, 2023.

The number of shares of common stock issuable upon the vesting of the remaining outstanding Performance Units was reduced as a result of the book value impairment event that occurred pursuant to the Company's Long Term Incentive Compensation Plans (the "Plans"). A book value impairment event occurred when the Company's book value per share declined by more than 15% during the quarter ended September 30, 2022 and the Company's book value per share decline from July 1, 2022 to December 31, 2022 was more than 10%. The Plans provide that if such a book value impairment event occurs, then the number of performance units that are outstanding as of the last day of such two quarter period shall be reduced by 15%.