Sec Form 4 Filing - Penn Laurence @ Ellington Financial Inc. - 2020-03-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Penn Laurence 2. Issuer Name and Ticker or Trading Symbol Ellington Financial Inc. [ EFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 53 FOREST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2020 (Street) OLD GREENWICH, CT06870 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/02/2020 M 38,759 A 38,759 I In Trust ( 2 ) Common Stock 105,563 D Common Stock 469,372 I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 4 ) 03/02/2020 M 38,759 ( 4 ) ( 4 ) Common Stock 38,759 $ 0 ( 4 ) 0 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Penn Laurence 53 FOREST AVENUE OLD GREENWICH, CT06870 X CEO and President Signatures /s/ Jason Frank, attorney-in-fact for Laurence Penn 03/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Converted from a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC, the operating partnership of Ellington Financial Inc. (the "Issuer"). Subject to certain conditions, the Common Units were redeemable by the holder for an equivalent number of shares of common stock of the Issuer ("Common Stock") or for the cash value of such shares of Common Stock, at the Issuer's election ( 2 )38,759 shares of Common Stock are held by a family trust of which Mr. Penn is a settlor and for which Michael Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust. As a current manager of the Penn Family Trust, Mr. Penn currently has the power to direct the voting and disposition of these shares of Common Stock, and as such may be regarded as the indirect beneficial owner of such shares of Common Stock. Mr. Penn disclaims any pecuniary interest in these shares of Common Stock. ( 3 )Mr. Penn is a limited partner in EMG Holdings L.P. ("EMGH"), which holds certain shares of Common Stock with respect to which Mr. Penn receives the economic benefit but does not have voting or dispositive power while held by EMGH. Historically, Mr. Penn has had the right to withdraw from EMGH some of those shares of Common Stock, but not others. Mr. Penn currently has the right to withdraw 469,372 of these shares of Common Stock from EMGH. ( 4 )Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock of the Issuer or for the cash value of such shares of Common Stock, at the Issuer's election. ( 5 )38,759 Common Units were held by the Penn Family Trust. Mr. Vranos has certain consent rights with respect to transfers of all Common Units including those held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the Common Units held by the Penn Family Trust.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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