4//SEC Filing
Quateman Lisa G 4
Accession 0001209191-23-057968
CIK 0001465885other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 5:00 PM ET
Size
8.3 KB
Accession
0001209191-23-057968
Insider Transaction Report
Form 4
Quateman Lisa G
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2023-12-06−10,521→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock, par value $0.01 per share
2023-12-06−11,810→ 0 total
Footnotes (4)
- [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 of the Issuer ("RSUs") 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 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.
- [F4]Securities held by the Quateman Living Trust of which the reporting person is a trustee.
Documents
Issuer
Western Asset Mortgage Capital Corp
CIK 0001465885
Entity typeother
Related Parties
1- filerCIK 0001815962
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 5:00 PM ET
- Size
- 8.3 KB