4//SEC Filing
Kripalani Ranjit M 4
Accession 0001209191-23-057964
CIK 0001465885other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:59 PM ET
Size
6.5 KB
Accession
0001209191-23-057964
Insider Transaction Report
Form 4
Kripalani Ranjit M
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2023-12-06−27,299→ 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]Reflects restricted stock units ("RSUs"). Reflects adjusted amounts related to a 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"). The outstanding unvested RSUs held by the Reporting Person vested pro-rata effective as of immediately prior to the Effective Time based on a fraction, the numerator of which was 167 (the number of days between the grant date and the closing date of the Merger) and the denominator of which was 365, and the remaining unvested portion was cancelled without any consideration. Each vested RSU, after reduction for applicable withholding taxes, was treated as a share of Issuer common stock for purposes of receiving the Merger Consideration pursuant to the terms of the Merger Agreement.
Documents
Issuer
Western Asset Mortgage Capital Corp
CIK 0001465885
Entity typeother
Related Parties
1- filerCIK 0001319511
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:59 PM ET
- Size
- 6.5 KB