Michael W. Vranos - Nov 12, 2021 Form 4 Insider Report for Ellington Financial Inc. (EFC)

Signature
/s/ Jason S. Frank, attorney-in-fact for Michael W. Vranos
Stock symbol
EFC
Transactions as of
Nov 12, 2021
Transactions value $
$0
Form type
4
Date filed
11/16/2021, 03:19 PM
Previous filing
Aug 2, 2021
Next filing
Feb 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EFC Common Stock Other $0 +28.5K +3.2% $0.00 917K Nov 12, 2021 See Footnote F1, F2
transaction EFC Common Stock Other $0 -8.67K -0.95% $0.00 908K Nov 12, 2021 See Footnote F3, F4
holding EFC Common Stock 1.89M Nov 12, 2021 See footnote F5
holding EFC Common Stock 38.8K Nov 12, 2021 In Trust F6
holding EFC Common Stock 177K Nov 12, 2021 In Trusts F7

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 Common Units Other $0 -17.7K -38.23% $0.00 28.5K Nov 12, 2021 Common Stock 17.7K See footnote F8, F9, F10
transaction EFC LTIP Units Other $0 -1.36K -0.43% $0.00 319K Nov 12, 2021 Common Stock 1.36K See footnote F11, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock ("Common Stock") of Ellington Financial Inc. (the "Company") were issued in connection with the third quarter 2021 incentive fee payable to Ellington Financial Management LLC ("EFM"), the Company's manager, pursuant to a management agreement between the Company and EFM, and the Company's 2017 Equity Incentive Plan.
F2 Of these 916,713 shares of Common Stock, 850,887 of them are owned directly by EMG Holdings, L.P. ("EMGH") and 65,826 of them 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. Mr. Vranos and VC together share the power to direct the voting and disposition of shares of Common Stock held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of Common Stock. Each of Michael W. Vranos and VC disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
F3 On November 12, 2021, these shares of Common Stock were transferred from the investment accounts of certain partners in EMGH to such partners' respective brokerage accounts. EMGH did not receive or pay any consideration in connection with the transfer of such shares of Common Stock.
F4 Of these 908,047 shares of Common Stock, 842,221 of them are owned directly by EMGH and 65,826 of them are directly owned by EFM. 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. Mr. Vranos and VC together share the power to direct the voting and disposition of shares of Common Stock held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of Common Stock. Each of Michael W. Vranos and VC disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
F5 Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
F6 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.
F7 Shares of Common Stock are held in family trusts for the benefit of EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee.
F8 Represents a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC ("EFCOP"), the operating partnership of the Company. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.
F9 On November 12, 2021, these Common Units were transferred from the investment accounts of certain partners in EMGH to be held by such partners in their individual capacities. EMGH did not receive or pay any consideration in connection with the transfer of such Common Units.
F10 The remaining 28,521 Common Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of Common Units held by EMGH, and may be regarded as the beneficial owners of the Common Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any Common Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
F11 Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into a Common Unit on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.
F12 On November 12, 2021, these OP LTIP Units were transferred from the investment account of a partner in EMGH to be held by such partner in his individual capacity. EMGH did not receive or pay any consideration in connection with the transfer of such OP LTIP Units.
F13 These OP LTIP Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of OP LTIP Units held by EMGH, and may be regarded as the beneficial owners of the OP LTIP Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any OP LTIP Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.