4//SEC Filing
Lehman Robert W. 4
Accession 0001209191-23-057956
CIK 0001465885other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:57 PM ET
Size
6.6 KB
Accession
0001209191-23-057956
Insider Transaction Report
Form 4
Lehman Robert W.
CHIEF FINANCIAL OFFICER
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2023-12-06−24,382→ 0 total
Footnotes (3)
- [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").
- [F2]Includes 12,385 restricted stock units ("RSUs"). Reflects adjusted amounts related to a previous reverse stock split and reconciliation of the Issuer's records.
- [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 Issuer RSU (collectively, "RSUs"), whether vested or unvested, relating to Issuer common stock outstanding immediately prior to the Effective Time vested (to the extent not yet vested) effective as of immediately prior to the Effective Time were treated as a share of Issuer common stock for purposes of receiving the Merger Consideration pursuant to the terms of the Merger Agreement, subject to any applicable withholding taxes.
Documents
Issuer
Western Asset Mortgage Capital Corp
CIK 0001465885
Entity typeother
Related Parties
1- filerCIK 0001934865
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:57 PM ET
- Size
- 6.6 KB