Sec Form 4 Filing - TWO HARBORS INVESTMENT CORP. @ Granite Point Mortgage Trust Inc. - 2017-08-22

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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
TWO HARBORS INVESTMENT CORP.
2. Issuer Name and Ticker or Trading Symbol
Granite Point Mortgage Trust Inc. [ GPMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
590 MADISON AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2017
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 $0.01 per share 08/22/2017 P 600 ( 1 ) A $ 19.035 ( 2 ) 33,171,600 I See footnote ( 3 )
Common stock, par value $0.01 per share 08/23/2017 P 1,594 ( 1 ) A $ 19.0556 ( 4 ) 33,173,194 I See footnote ( 3 )
Common stock, par value $0.01 per share 08/24/2017 P 200 ( 1 ) A $ 19.055 ( 5 ) 33,173,394 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TWO HARBORS INVESTMENT CORP.
590 MADISON AVENUE
36TH FLOOR
NEW YORK, NY10022
X
TWO HARBORS OPERATING Co LLC
590 MADISON AVENUE
36TH FLOOR
NEW YORK, NY10022
X
Capitol Acquisition Corp
601 CARLSON PARKWAY
SUITE 1400
MINNETONKA, MN55305
X
Signatures
/s/ Two Harbors Operating Company LLC, By: Thomas Siering, President and Chief Executive Officer 08/24/2017
Signature of Reporting Person Date
/s/ Two Harbors Investment Corp, By: Thomas Siering, President and Chief Executive Officer 08/24/2017
Signature of Reporting Person Date
/s/ Capitol Acquisition Corp.By: Thomas Siering, President and Chief Executive Officer 08/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were purchased by Capitol Acquisition Corp. ("Capitol"), a wholly owned indirect subsidiary of Two Harbors Investment Corp. ("Two Harbors"), pursuant to a rule 10b5-1 stock purchase plan that Two Harbors committed to adopt in connection with Granite Point Mortgage Trust Inc.'s ("Granite Point") formation transaction and initial public offering ("IPO"). As previously disclosed, Two Harbors does not intend to distribute any shares that Capitol acquires through the stock purchase plan to its stockholders as part of an anticipated special dividend of Granite Point shares. Any shares of common stock purchased by Capitol pursuant to the stock purchase plan are subject to lock-up arrangements between Two Harbors and the IPO underwriters.
( 2 )Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $19.03 to $19.06. The reporting persons undertake to provide, upon request, full information regarding the shares purchased in such transactions.
( 3 )The securities are held by wholly owned subsidiaries of Two Harbors. As of the date hereof, 33,071,000 shares were held by Two Harbors Operating Company LLC and 102,394 shares were held by Capitol.
( 4 )Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $19.05 to $19.06. The reporting person undertakes to provide, upon request, full information regarding the shares purchased in such transactions.
( 5 )Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $19.05 to $19.06 The reporting person undertakes to provide, upon request, full information regarding the shares purchased in such transactions.

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