SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GRUBER MARK

(Last)

(First)

(Middle)

3001 OCEAN DRIVE

SUITE 201

(Street)

VERO BEACH

32963

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2013

3. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,930	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,883	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,883	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,883	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	4,883	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,383	⁽³⁾⁽⁴⁾	D
Phantom Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,392	⁽³⁾⁽⁴⁾	D

Explanation of Responses:

1. The reporting person was granted 107,669 shares of phantom stock under ARMOUR's Amended and Restated 2009 Stock Incentive Plan pursuant to a vesting schedule described below. 5,383 shares of phantom stock will vest at the end of each quarter beginning September 30, 2013 and ending December 31, 2015, 4,883 shares will vest at the end of each quarter beginning March 31, 2016 and ending December 31, 2016 and 3,383 shares will vest at the end of each quarter beginning March 31, 2017 and ending September 30, 2017. On December 31, 2017, 3,392 shares will vest, at which time all phantom stock will be vested. A total of 20,766 shares of phantom stock have vested prior to Mr. Gruber becoming a reporting person. Mr. Gruber elected to forfeit some of those shares to pay income taxes on the vesting grant. See Note 3 below.

2. Upon termination of the reporting person's service with ARMOUR Residential Management LLC ("ARRM"), ARMOUR's manager, or the termination of the Management Agreement between ARMOUR and ARRM, all phantom shares which have not vested prior to or concurrently with such termination will be forfeited by the reporting person; provided, however, that the phantom shares will vest if the termination is due to death, disability, termination without cause, or retirement after age 62. The phantom shares will automatically vest upon a change in control of ARMOUR.

3. The reporting person also has the right to elect to receive the amount of cash necessary to pay any income taxes instead of some of the shares of ARMOUR common stock. 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.

4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

	/s/ Mark Gruber	09/06/2013
	** Signature of Reporting Person	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 5 (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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