M. Christian Mitchell - Dec 6, 2023 Form 4 Insider Report for AG Mortgage Investment Trust, Inc. (MITT)

Role: Director
Signature: /s/ Jenny B. Neslin, Attorney-in-Fact for M. Christian Mitchell
Stock symbol: MITT
Transactions as of: Dec 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/6/2023, 04:52 PM
Previous filing: Jun 27, 2023
Next filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MITT	Common Stock	Other	$0	+30.4K		$0.00	30.4K	Dec 6, 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	MITT	Restricted Stock Units	Award		+13K			13K	Dec 6, 2023	Common Stock	13K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of August 8, 2023 (the "Agreement"), by and among the Issuer, AGMIT Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), Western Asset Mortgage Capital Corporation ("WMC"), and solely for the limited purposes set forth in the Agreement, AG REIT Management, LLC, effective December 6, 2023 (the "Effective Time"), WMC merged with and into Merger Sub with Merger Sub continuing as the surviving company. At the Effective Time, each outstanding share of WMC common stock was converted into the right to receive: (i) 1.498 shares of common stock of the Issuer; and (ii) a cash amount equal to $0.92.
F2	Pursuant to the Agreement, the Issuer granted to the reporting person restricted stock units that will vest on June 23, 2024, subject to such reporting person's continued service to the Issuer through the vesting date, and will be settled in shares of the Issuer's common stock, on a one-for-one basis, upon the reporting person's separation from service with the Issuer.

Content

Pursuant to the Agreement and Plan of Merger, dated as of August 8, 2023 (the "Agreement"), by and among the Issuer, AGMIT Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), Western Asset Mortgage Capital Corporation ("WMC"), and solely for the limited purposes set forth in the Agreement, AG REIT Management, LLC, effective December 6, 2023 (the "Effective Time"), WMC merged with and into Merger Sub with Merger Sub continuing as the surviving company. At the Effective Time, each outstanding share of WMC common stock was converted into the right to receive: (i) 1.498 shares of common stock of the Issuer; and (ii) a cash amount equal to $0.92.

Pursuant to the Agreement, the Issuer granted to the reporting person restricted stock units that will vest on June 23, 2024, subject to such reporting person's continued service to the Issuer through the vesting date, and will be settled in shares of the Issuer's common stock, on a one-for-one basis, upon the reporting person's separation from service with the Issuer.