Sec Form 4 Filing - Zimmer Jeffrey J @ Armour Residential REIT, Inc. - 2015-01-05

Insider filing report for Changes in Beneficial Ownership
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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
Zimmer Jeffrey J
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-CEO and President
(Last) (First) (Middle)
3001 OCEAN DRIVE, SUITE #201
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2015
(Street)
VERO BEACH, FL32963
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, par value $0.001 per share 12/15/2014 G( 1 ) V 20,000 D $ 0 ( 1 ) 93,944 D
Common Stock, par value $0.001 per share 01/05/2015 M( 2 ) 17,931 A 111,875 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zimmer Jeffrey J
3001 OCEAN DRIVE
SUITE #201
VERO BEACH, FL32963
X Co-CEO and President
Signatures
/s/ Jeffrey J. Zimmer 01/07/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares disposed of in a bona fide gift.
( 2 )See Remarks.

Remarks:
On January 5, 2015, the reporting person elected to redeem 2,338 shares out of 4,876 shares of vested phantom stock previously granted under ARMOUR Residential REIT, Inc.'s Amended and Restated 2009 Stock Incentive Plan into 2,338 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 2,538 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 4,876 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on Form 4s filed by the reporting person on April 4, 2011 and April 3, 2012. In addition, on January 5, 2015, the reporting person elected to redeem 6,725 shares out of 13,451 shares of vested phantom stock into 6,725 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 6,726 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 13,451 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on April 11, 2012. On January 5, 2015, the reporting person also elected to redeem 8,868 shares out of 26,504 shares of vested phantom stock into 8,868 shares of ARMOUR common stock. The person also elected to redeem the remaining 17,636 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 26,504 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013.

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