New User? Sign Up | Sign In

Sec Form 4 Filing - BELL MARC H @ Armour Residential REIT Inc. - 2021-01-12

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

Enter Stock Symbol or Cik: Cik Lookup...

Search By Company or Insider Name:
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Email a friend >>...

SPAC List: List of Special Purpose Acquisition Companies


The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
BELL MARC H
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6800 BROKEN SOUND PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
BOCA RATON, FL33487
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
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 ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 4 ) 01/12/2021 A 12,500 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 12,500 ( 1 ) ( 4 ) 31,900 ( 1 ) D
Phantom Stock ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 4 ) ( 5 ) 01/12/2021 A 63,250 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 63,250 ( 4 ) ( 5 ) 95,150 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BELL MARC H
6800 BROKEN SOUND PARKWAY
SUITE 200
BOCA RATON, FL33487
X
Signatures
/s/ Marc H. Bell 01/14/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person was granted an aggregate of 12,500 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Second Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule as follows. 600 phantom shares will vest on February 20, 2021 with an additional 600 phantom shares vesting on each following May 20, August 20, and February 20, through August 20, 2025. On November 20, 2021, 700 phantom shares will vest, with an additional 700 phantom shares vesting each November 20 through November 20, 2025, 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.
( 2 )The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his unvested phantom stock which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
( 3 )The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.
( 4 )Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
( 5 )The reporting person was granted, for services provided to and through the Manager for the benefit of ARMOUR, an aggregate of 63,250 phantom shares under the Plan pursuant to the time-based vesting schedule as follows. 2,400 phantom shares will vest on February 20, 2021 with an additional 2,400 phantom shares vesting on each following May 20, August 20, and February 20, through August 20, 2026. On November 20, 2021, 2,500 phantom shares will vest, with an additional 2,500 phantom shares vesting each November 20 through November 20, 2026. On February 20, 2027, 2,500 phantom shares will vest, with an additional 2,550 phantom shares vesting on May 20, 2027, 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.
( 6 )Upon (i) ARMOUR Capital Management LP, ARMOUR's manager ("Manager"), or Staton Bell Blank Check LLC, the sub-manager of the Manager ("Sub-Manager"), voluntarily terminating its services pursuant to the management agreement between ARMOUR and the Manager ("Management Agreement") or the sub-management agreement between the Sub-Manager and the Manager ("Sub-Management Agreement"), respectively, (ii) ARMOUR terminating the Management Agreement for cause, or (iii) the Manager terminating the Sub-Manager for cause, the reporting person shall forfeit all unvested phantom stock. Upon the termination of the reporting person's service with the Sub-Manager, the reporting person shall forfeit all unvested phantom stock.
( 7 )Upon the termination of the reporting person's services to ARMOUR through the Manager in his capacity as a principal of the Sub-Manager, advisor to the Manager, and director of ARMOUR for good reason, the reporting person's unvested phantom stock will continue to vest in accordance with the schedule described in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement. The reporting person's unvested phantom stock will automatically fully vest upon the reporting person's termination with the Manager due to (a) the earlier of ARMOUR terminating the Management Agreement without cause or notice by ARMOUR of terminating the Management Agreement without cause, or (b) the earlier of the Manager terminating the Sub-Management Agreement without cause or notice by the Manager of terminating the Sub-Management Agreement without cause.
( 8 )All other material terms of this grant are the same as the applicable terms of the grant described above.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.