4//SEC Filing
Konzmann Richard Ernst 4
Accession 0001104659-23-127041
CIK 0001209028other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 8:59 PM ET
Size
16.4 KB
Accession
0001104659-23-127041
Insider Transaction Report
Form 4
Konzmann Richard Ernst
EVP, CFO and Treasurer
Transactions
- Award
Restricted Stock Units
2023-12-14+801,441→ 1,242,617 total→ Class A Common Stock (801,441 underlying) - Tax Payment
Restricted Stock Units
2023-12-14−611,694→ 630,923 total→ Class A Common Stock (611,694 underlying) - Disposition to Issuer
Restricted Stock Units
2023-12-14−630,923→ 0 total→ Class A Common Stock (630,923 underlying) - Tax Payment
Class A Common Stock
2023-12-14$4.84/sh−28,354$137,233→ 177,306 total - Disposition to Issuer
Class A Common Stock
2023-12-14−177,306→ 0 total
Footnotes (7)
- [F1]Represents shares withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted restricted shares of the Issuer's Class A common stock.
- [F2]Based on the closing price of the Issuer's Class A common stock as reported on the New York Stock Exchange as of the date of vesting.
- [F3]On December 14, 2023, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2023 (the "Agreement"), by and among the Issuer, Ellington Financial Inc., a Delaware corporation ("Parent"), EF Merger Sub Inc., a Virginia corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), and solely for the limited purposes set forth in the Agreement, Ellington Financial Management LLC, a Delaware limited liability company ("EFC Manager"), the Issuer merged with and into Merger Sub with Merger Sub continuing as the surviving corporation and a subsidiary of Parent (the "Merger").
- [F4]Pursuant to the Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) from Parent, 0.3619 shares of Parent's common stock, with fractional shares paid out in cash, and (ii) from EFC Manager, $0.09 in cash (the "Per Share Common Merger Consideration"). In addition, immediately prior to the Effective Time, each outstanding restricted share of the Issuer's Class A common stock held by the reporting person became fully vested and all restrictions and limitations with respect thereto lapsed and, as of the Effective Time, was converted into the right to receive the Per Share Common Merger Consideration.
- [F5]Represents performance restricted stock units ("Performance RSUs") granted to the reporting person pursuant to the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan that were earned upon the achievement of certain performance goals or the change in control of the Issuer resulting from the Merger. Each Performance RSU represents the right to receive one share of the Issuer's Class A common stock. Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person became earned and fully vested (A) with respect to 360,265 Performance RSUs, based on the achievement of the applicable performance goals at the maximum performance level and (B) with respect to 441,176 Performance RSUs, based on the achievement of the applicable performance goals at the actual level of performance in connection with the Merger.
- [F6]Represents Performance RSUs withheld by the Issuer to satisfy a tax withholding obligation in connection with a vesting of previously granted Performance RSUs.
- [F7]Pursuant to the Agreement, at the Effective Time, each outstanding Performance RSU held by the reporting person was converted into the right to receive the Per Share Common Merger Consideration.
Documents
Issuer
Arlington Asset Investment Corp.
CIK 0001209028
Entity typeother
Related Parties
1- filerCIK 0001636595
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 8:59 PM ET
- Size
- 16.4 KB