Robert E. Cauley - 19 Mar 2024 Form 4 Insider Report for Orchid Island Capital, Inc. (ORC)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
20 Mar 2024, 16:09:34 UTC
Prior SEC filing
29 Dec 2023
Next SEC filing
26 Mar 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Robert E. Cauley

Key filing fact

Robert E. Cauley filed Form 4 for Orchid Island Capital, Inc. (ORC) on 20 Mar 2024.

Key facts

  • This page summarizes Robert E. Cauley's Form 4 filing for Orchid Island Capital, Inc. (ORC).
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 20 Mar 2024, 16:09.

Change

  • Previous filing in this sequence was filed on 29 Dec 2023.
  • Current net transaction value: -$36,366.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ORC transaction

Common Stock

Award

Transaction value
$0
Shares
+12,761
Change %
+11%
Price
$0.000000
Shares after
126,741
Date
19 Mar 2024
Ownership
Direct
Footnotes
F1
ORC transaction

Common Stock

Tax liability

Transaction value
$36,366
Shares
-4,209
Change %
-3.3%
Price
$8.64
Shares after
122,532
Date
19 Mar 2024
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ORC transaction Derivative

Performance Units

Award

Transaction value
$0
Shares
+12,761
Change %
+41%
Price
$0.000000
Shares after
44,183
Date
19 Mar 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
12,761
Exercise price
Footnotes
F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

Unrestricted shares of the Issuer's common stock issued under the 2021 Equity Incentive Compensation Plan and the 2019 Long-Term Incentive Compensation Plan, the 2021 Long-Term Incentive Compensation Plan and the 2023 Long-Term Incentive Compensation Plan.

Footnote F2

The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the awarding of shares that occurred on March 19, 2024.

Footnote F3

This price represents the closing price of the Issuer's common stock on March 18, 2024.

Footnote F4

Performance units issued under the 2021 Equity Incentive Compensation Plan and the 2019 Long-Term Incentive Compensation Plan, the 2021 Long-Term Incentive Compensation Plan and the 2023 Long Term Incentive Compensation Plan. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units are earned at the rate of 10% per quarter commencing with the quarter ending March 31, 2025 and concluding with the quarter ending June 30, 2027. The number of performance units actually earned by the Reporting Person is subject to adjustment based on the Issuer's achievement of certain performance goals as set forth in a performance unit award agreement by and between the Issuer and the Reporting Person.

Footnote F5

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 occurs if the Company's book value per share declines by more than 15% during the quarter ended September 30, 2023 and the Company's book value per share decline from July 1, 2023 to December 31, 2023 was more than 10%. The Plans provide that if such a book value impairment event occurs, then the number of outstanding performance units that are outstanding as of the last day of such two quarter period shall be reduced by 15%.

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