Sec Form 4 Filing - Zimmer Jeffrey J @ Armour Residential REIT, Inc. - 2020-08-24

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) 08/24/2020 (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 08/24/2020 M 11,640 ( 1 ) A $ 0 178,738 D Common Stock, par value $0.001 per share 08/24/2020 D 4,650 ( 1 ) D $ 9.61 174,088 D Common Stock, par value $0.001 per share 80,000 ( 2 ) I By ARMOUR Capital Management LP

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 ( 3 ) 08/24/2020 M 11,640 ( 1 ) ( 1 ) ( 1 ) Common Stock 11,640 $ 0 144,760 ( 1 ) D

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 08/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 24, 2020, the reporting person elected to convert 6,990 shares out of 11,640 shares of vested phantom stock into 6,990 shares of ARMOUR common stock. The person elected to convert the remaining 4,650 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 11,640 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 January 16, 2020, and phantom stock vesting over a two-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on May 19, 2020. ( 2 )The reported shares were purchased and are owned directly by ARMOUR Capital Management LP ("ACM"), a limited partnership that is the external manager of the issuer. The shares have been reported in the aggregate for both Mr. Zimmer herein and Mr. Scott Ulm, a Co-CEO of the issuer, in a separate Form 4 report. Mr. Zimmer is the sole controlling member of Remmiz LLC, which is one of the general partners of ACM, along with an entity controlled by Mr. Ulm. Mr. Zimmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

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).

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