0001465740-18-000101.txt : 20180802 0001465740-18-000101.hdr.sgml : 20180802 20180802111308 ACCESSION NUMBER: 0001465740-18-000101 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180802 DATE AS OF CHANGE: 20180802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STERN JAMES A CENTRAL INDEX KEY: 0001193798 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34506 FILM NUMBER: 18987130 MAIL ADDRESS: STREET 1: C/O OHA - 1114 AVENUE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWO HARBORS INVESTMENT CORP. CENTRAL INDEX KEY: 0001465740 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270312904 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 612-629-2500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Two Harbors Investment Corp. DATE OF NAME CHANGE: 20090605 3 1 wf-form3_153322277291334.xml FORM 3 X0206 3 2018-07-31 1 0001465740 TWO HARBORS INVESTMENT CORP. TWO 0001193798 STERN JAMES A 575 LEXINGTON AVENUE SUITE 2930 NEW YORK NY 10022 1 0 0 0 On July 31, 2018, pursuant to the Agreement and Plan of Merger, dated April 25, 2018 (the "Merger Agreement"), among the Issuer, Eiger Merger Subsidiary LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), and CYS Investments, Inc. ("CYS"), Merger Sub merged with and into CYS (the "Merger"), with CYS surviving the Merger as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement and as of the effective time of the Merger, the Reporting Person became a director of the Issuer. This Form 3 presents the beneficial ownership of the Reporting Person at the effective time of the Merger and does not include any securities acquired by the Reporting Person in connection with the closing of the Merger. The Reporting Person will file a Form 4 to disclose the acquisition of the Issuer's securities in connection with the closing of the Merger. /s/ James A. Stern, By: Rebecca B. Sandberg, Attorney-in-Fact 2018-08-02 EX-24 2 ex-24.htm POA - STERN

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
TWO HARBORS INVESTMENT CORP.

The undersigned hereby constitutes and appoints Rebecca B. Sandberg and Mychal S. Brenden, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any ownership, acquisition, disposition or other change in ownership of any securities of Two Harbors Investment Corp. (the "Company"), the following:
(i)     any Form ID to be filed with the Securities and Exchange Commission (the "SEC");
(ii)    any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
(iii)    any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
(iv)    any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
(v)    any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
(vi)    any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to the attorneys-in-fact to seek and obtain as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information.

The undersigned hereby grants unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorneys-in-fact and agents or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i)    neither the Company nor such attorneys-in-fact assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(ii)    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:  7/31/18    /s/ James A. Stern