Sec Form 4 Filing - Fierman Michael @ Angel Oak Mortgage, Inc. - 2021-06-21

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
Fierman Michael
2. Issuer Name and Ticker or Trading Symbol
Angel Oak Mortgage, Inc. [ AOMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3344 PEACHTREE ROAD NE, SUITE 1725
3. Date of Earliest Transaction (MM/DD/YY)
06/21/2021
(Street)
ATLANTA, GA30326
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 06/21/2021 J( 2 ) 15,723,050 A $ 0 15,724,050 I ( 1 ) By Angel Oak Mortgage Fund, LP ( 1 )
Common Stock 06/21/2021 J( 2 ) 15,724,050 D $ 0 0 I ( 1 ) By Angel Oak Mortgage Fund, LP ( 1 )
Common Stock 25,732 ( 3 ) D
Common Stock 06/21/2021 A( 4 ) 15,789 A $ 0 41,521 D
Common Stock 06/21/2021 P 25,000 A $ 19 66,521 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
Fierman Michael
3344 PEACHTREE ROAD NE
SUITE 1725
ATLANTA, GA30326
X X
Signatures
/s/ Emilie J. McLaughlin as attorney-in-fact for Michael Fierman 06/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is one of two members of Falcons I, LLC, the general partner of Angel Oak Mortgage Fund, L.P. and, accordingly, may be deemed to be the beneficial owner of the shares held by Angel Oak Mortgage Fund, L.P. The reporting person disclaims beneficial ownership of the shares of common stock held by Angel Oak Mortgage Fund, L.P., except to the extent of his pecuniary interest therein.
( 2 )In connection with the completion of Issuer's initial public offering, as part of the Issuer's formation transactions: (a) the Issuer declared a stock dividend that resulted in the issuance of 15,723,050 shares of common stock to Angel Oak Mortgage Fund, L.P.; (b) Angel Oak Mortgage Fund, L.P. distributed the 15,724,050 shares of common stock it owned to its partners pursuant to the terms of its limited partnership agreement; and (c) Angel Oak Mortgage Fund, L.P. was terminated.
( 3 )The reporting person received, in connection with the closing of the Issuer's initial public offering, a distribution of 25,732 shares from Angel Oak Mortgage Fund, L.P., pursuant to the terms of its limited partnership agreement, representing his pro rata limited partnership interest, which acquisition should be exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 under the Exchange Act.
( 4 )These shares of restricted stock vest in three equal annual installments, commencing on the one-year anniversary of the grant date, subject to the reporting person's continued service to the Issuer through the applicable vesting date.

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.
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