M. Christian Mitchell - 06 Dec 2023 Form 4 Insider Report for Western Asset Mortgage Capital Corp

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
08 Dec 2023, 16:57:46 UTC
Prior SEC filing
27 Jun 2023
Next SEC filing
04 Jan 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Adam C. E. Wright, by Power of Attorney

Key filing fact

M. Christian Mitchell filed Form 4 for Western Asset Mortgage Capital Corp on 08 Dec 2023.

Key facts

  • This page summarizes M. Christian Mitchell's Form 4 filing for Western Asset Mortgage Capital Corp.
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 08 Dec 2023, 16:57.

Change

  • Previous filing in this sequence was filed on 27 Jun 2023.
  • Current net transaction value: $0.

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.

WMC transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value
Shares
-28,943
Change %
-100%
Price
Shares after
0
Date
06 Dec 2023
Ownership
Direct
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

M. Christian Mitchell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

On December 6, 2023, AG Mortgage Investment Trust, Inc. ("MITT") acquired Western Asset Mortgage Capital Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of August 8, 2023, entered into by and among the Issuer, MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), and solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC ("MITT Manager") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Merger Sub surviving such merger as a subsidiary of MITT (the "Merger").

Footnote F2

Includes 28,783 restricted stock units ("RSUs"). Reflects adjusted amounts related to a reconciliation of the Issuer's records.

Footnote F3

At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 1.498 validly issued, fully-paid and nonassessable shares of MITT common stock, and $0.92 in cash from MITT Manager, subject to any applicable withholding taxes (collectively, the "Merger Consideration"). Each unvested RSU held by the Reporting Person was equitably adjusted effective as of the Effective Time into restricted share unit awards relating to shares of MITT common stock that have the same value, vesting terms and other terms and conditions as applied to the corresponding RSU immediately prior to the Effective Time.

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