0001181431-13-001186.txt : 20130103 0001181431-13-001186.hdr.sgml : 20130103 20130103172206 ACCESSION NUMBER: 0001181431-13-001186 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121227 FILED AS OF DATE: 20130103 DATE AS OF CHANGE: 20130103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vranos Michael W CENTRAL INDEX KEY: 0001474808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34569 FILM NUMBER: 13508185 MAIL ADDRESS: STREET 1: 52 FOREST AVENUE CITY: OLD GREENWICH STATE: CT ZIP: 06870 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ellington Financial LLC CENTRAL INDEX KEY: 0001411342 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 53 Forest Ave CITY: Greenwich STATE: ct ZIP: 06870 BUSINESS PHONE: 203-698-1200 MAIL ADDRESS: STREET 1: 53 Forest Ave CITY: Greenwich STATE: ct ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VC INVESTMENTS LLC CENTRAL INDEX KEY: 0001098488 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34569 FILM NUMBER: 13508184 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE STREET 2: 2ND FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: 2036981136 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE STREET 2: 2ND FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMG Holdings, L.P. CENTRAL INDEX KEY: 0001478394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34569 FILM NUMBER: 13508183 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 698-1200 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE CITY: OLD GREENWICH STATE: CT ZIP: 06870 4 1 rrd365596.xml FORM 4 JANUARY 1, 2013 X0306 4 2012-12-27 0 0001411342 Ellington Financial LLC EFC 0001474808 Vranos Michael W 53 FOREST AVENUE OLD GREENWICH CT 06870 1 1 1 0 Co-Chief Investment Officer 0001098488 VC INVESTMENTS LLC 53 FOREST AVE OLD GREENWICH CT 06870 0 0 1 0 0001478394 EMG Holdings, L.P. 53 FOREST AVE OLD GREENWICH CT 06870 0 0 1 0 Common shares 2012-12-27 4 J 0 257472 0 D 1945826 I See Footnote Common shares 2012-12-27 4 J 0 190298 0 A 2136124 I See Footnote Common shares 14294 D Common Units 2013-01-01 4 J 0 212000 22.00 A Common Shares reprsenting ltd liability company interests 212000 584162 D These shares were previously held by EMGH and were distributed to certain partners of EMGH and contributed to family trusts by such partners. Michael W. Vranos acts as trustee with respect to trusts holding 190,298 of these common shares. No one received or paid any consideration for the distributed common shares. None of the pecuniary interests, to the extent any such interests exist, of the ultimate beneficial owners of common shares increased or decreased as a result of the distribution. Michael W. Vranos, VC Investments LLC ("VC") and EMG Holdings, L.P. ("EMGH") disclaim any pecuniary interest in these shares. Of these 1,945,826 shares, 1,892,619 common shares are owned directly by EMGH and 53,207 common shares are directly owned by Ellington Financial Management LLC ("EFM"), the Company's manager. VC is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of these common shares, and may be regarded as the indirect beneficial owners of these common shares. Each of Michael W. Vranos, VC and EMGH disclaims beneficial ownership of any common shares owned beneficially or of record by the other except to the extent of its or his pecuniary interest therein. Of these 2,136,124 shares, 1,892,619 common shares are owned directly by EMGH, 53,207 common shares are directly owned by EFM and 190,298 common shares are held in family trusts for the benefit of EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee. VC is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of these common shares, and therefore Michael W. Vranos may be regarded as the indirect beneficial owner of these common shares. Michael W. Vranos disclaims beneficial ownership of any of these common shares except to the extent of his pecuniary interest therein. Represents common shares owned directly by Michael W. Vranos. Represents a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC, a subsidiary operating partnership of the Issuer. The Common Units may be converted into common shares representing limited liability company interests of the Issuer on a one-for-one basis after a two-year holding period and other applicable conditions have been satisfied. The two-year holding period may be waived upon the occurrence of certain events. The Common Units were purchased in connection with a transaction described in further detail on a Form 8-K dated December 18, 2012 filed by the Issuer. The transaction changed only the form of beneficial ownership by Michael W. Vranos, VC Investments LLC ("VC") and EMGH from non-derivative security to derivative security. Includes 372,162 LTIP Units. The LTIP Units represent a separate non-voting class of limited liability company interets of the issuer, which are structured as profits interests. In addition, Michael W. Vranos is the settlor of two trusts holding 500,000 and 109,000 common shares, respectively. Michael W. Vranos disclaims beneficial ownership of the common shares owned by the trusts. /s/ Sara Walden Brown, attorney-in-fact for Michael W. Vranos 2013-01-03 /s/ Sara Walden Brown, attorney-in-fact for VC Investments LLC 2013-01-03 /s/ Sara Walden Brown, attorney-in-fact for EMG Holdings, L.P. 2013-01-03