4//SEC Filing
SIMON RONALD I 4
Accession 0001411342-24-000126
CIK 0001411342other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 4:44 PM ET
Size
9.4 KB
Accession
0001411342-24-000126
Insider Transaction Report
Form 4
SIMON RONALD I
Director
Transactions
- Award
Common Stock
2024-12-27+8,378→ 65,258 total(indirect: By Trust) - Other
OP LTIP Units
2024-12-27−8,378→ 0 total→ Common Units (8,378 underlying)
Footnotes (4)
- [F1]On December 27, 2024, Dr. Simon and Ellington Financial Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") whereby Dr. Simon exchanged the 8,378 OP LTIP Units (as defined below) that were granted to him on September 11, 2024 pursuant to, and are subject to the terms and conditions of the Company's 2017 Equity Incentive Plan (the "Plan"), for 8,378 shares of common stock of the Company, $0.001 par value per share (the "Common Shares"). No other consideration was involved in connection with the Exchange Agreement. The Common Shares were also issued pursuant to, and are subject to the terms and conditions of, the Plan. The 8,378 Common Shares remain forfeitable, subject to Dr. Simon's continued service as a member of the board of directors of the Company, until December 26, 2025.
- [F2]The 8,378 Common Shares issued to Dr. Simon on December 27, 2024 are held at the transfer agent of the Company. All of the remaining Common Shares held by Dr. Simon are held in the Simon Family Trust (the "Trust"). Dr. Simon is a trustee of the Trust. Dr. Simon and his wife are the beneficiaries of the Trust. Dr. Simon disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F3]Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of Ellington Financial Operating Partnership LLC (the "Operating Partnership"), the operating partnership subsidiary of the Company.
- [F4]Upon issuance, the 8,378 OP LTIP Units remained forfeitable, subject to Dr. Simon's continued service as a member of the board of directors of the Company, until September 10, 2025. Once the vesting restrictions lapsed, the OP LTIP Units would have been able to be converted, at the election of the holder, or at any time at the election of the Company, into limited liability company interests of the Operating Partnership designated as common units ("Common Units") on a one-for-one basis. Subject to certain conditions, the Common Units would have been redeemable by the holder for an equivalent number of Common Shares or for the cash value of such Common Shares, at the Company's election. The OP LTIP Units were previously issued pursuant to, and are subject to the terms and conditions of the Plan. The rights to convert OP LTIP Units into Common Units and redeem such Common Units do not have expiration dates.
Documents
Issuer
Ellington Financial Inc.
CIK 0001411342
Entity typeother
Related Parties
1- filerCIK 0001060435
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 4:44 PM ET
- Size
- 9.4 KB