Sec Form 4 Filing - GRUBER MARK @ Armour Residential REIT, Inc. - 2020-05-22

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 GRUBER MARK 2. Issuer Name and Ticker or Trading Symbol Armour Residential REIT, Inc. [ ARR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CIO (Last) (First) (Middle) 3001 OCEAN DRIVE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2020 (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 05/22/2020 M 2,250 ( 1 ) A $ 0 52,300 D Common Stock, par value $0.001 per share 05/22/2020 D 410 ( 1 ) D $ 8.16 51,890 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 Phantom Stock ( 2 ) 05/22/2020 M 2,250 ( 1 ) ( 1 ) ( 1 ) Common Stock 2,250 $ 0 31,000 ( 1 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRUBER MARK 3001 OCEAN DRIVE SUITE 201 VERO BEACH, FL32963 CIO Signatures /s/ Mark Gruber 05/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 22, 2020, the reporting person elected to convert 1,840 shares out of 2,250 shares of vested phantom stock into 1,840 shares of ARMOUR common stock. The person elected to convert the remaining 410 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 2,250 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on November 22, 2017 and February 25, 2020. ( 2 )Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. ( 3 )The reporting person voluntarily forfeited 34,000 shares of phantom stock, but subsequently retained 19,000 shares of phantom stock effective March 31, 2020. Of the 19,000 phantom shares retained, 1,500 phantom shares vested on May 20, 2020, with an additional 1,750 phantom shares vesting on each following August 20, November 20, February 20, and May 20, through November 20, 2022, at which time all phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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