8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 6, 2009

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

Virginia	54-1873198	000-50230
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)	(Commission File Number)

1001 Nineteenth Street North

Arlington, VA 22209

(Address of principal executive offices) (Zip code)

(877) 370-4413

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

The information included below in “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year” is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 1, 2009, the shareholders of Arlington Asset Investment Corp. (the “Company”) approved a proposal authorizing the Board of Directors to effect a reverse stock split of the outstanding Class A and Class B common stock at one of three reverse split ratios selected by the Board of Directors, 1-for-20, 1-for-25 or 1-for-30. As previously announced, at 5:00 p.m., Eastern Time, on Tuesday, October 6, 2009, an amendment to the amended and restated articles of incorporation became effective. The amendment effected the reverse stock split at a reverse split ratio of 1-for-20. A copy of the amendment effecting the 1-for-20 reverse stock split is attached as Exhibit 3.1 to this report and is incorporated by reference herein in its entirety.

Immediately following the effective time of the amendment, every 20 outstanding shares of Class A common stock and every 20 outstanding shares of Class B common stock combined automatically into one share of Class A common stock and one share of Class B common stock, respectively. No fractional shares were issued. Shareholders otherwise entitled to a fractional share will receive a cash payment in lieu thereof. The amount of cash shareholders otherwise entitled to receive a fractional share will receive is based on the split-adjusted, volume weighted average price of the Class A common stock on the five trading days prior to the effective time of the reverse stock split.

Each shareholder’s percentage ownership in the Company and proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from the treatment of fractional shares.

The reverse stock split did not affect the number or the par value of authorized shares of capital stock. The reverse stock split increased the number of authorized but unissued shares of Class A and Class B common stock. The Company may issue these unissued shares in the future. The number of outstanding equity awards under the Company’s 2004 Long Term Incentive Plan will be proportionately adjusted by the Compensation Committee of the Board of Directors.

As previously reported, on June 5, 2009, the Company distributed one preferred share purchase right (“right”) for each share of Class A and Class B common stock outstanding as of the record date for the distribution of the rights. Prior to the effective time of the reverse stock split, each right traded with the share of Class A and Class B common stock with which it was associated. Pursuant to an adjustment mechanism set forth in the rights agreement between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, immediately following the effective time of the reverse stock split, the number of rights associated with and trading with each post-split share of Class A and Class B common stock was increased. Each post-split share of Class A and Class B common stock is now associated with, and now trades with, 20 rights.

The new CUSIP number for the Class A common stock is 041356205.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, effecting the 1-for-20 reverse stock split as of 5:00 p.m., Eastern Time, on October 6, 2009.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARLINGTON ASSET INVESTMENT CORP.
Date: October 13, 2009	By:	/s/    KURT R. HARRINGTON
	Name:	Kurt R. Harrington
	Title:	Executive Vice President, Chief Financial Officer and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, effecting the 1-for-20 reverse stock split as of 5:00 p.m., Eastern Time, on October 6, 2009.

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT OF THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

ARLINGTON ASSET INVESTMENT CORP.

I.

The name of the corporation is Arlington Asset Investment Corp. (the “Corporation”).

II.

The amendment (the “Amendment”) adopted is as follows:

Article III of the Corporation’s Amended and Restated Articles of Incorporation is amended by inserting the following as Section 3.3 after Section 3.2 in the Corporation’s Amended and Restated Articles of Incorporation:

“3.3 Reverse Stock Split. As of 5:00 p.m., Eastern Time, on Tuesday, October 6, 2009 (the “Effective Time”), each twenty (20) shares of the Corporation’s Class A Common Stock and each twenty (20) shares of the Corporation’s Class B Common Stock, issued and outstanding immediately prior to the Effective Time, shall automatically be combined into one validly issued, fully paid and non-assessable share of Class A Common Stock and one validly issued, fully paid and non-assessable share of Class B Common Stock, respectively, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).

A shareholder who otherwise would be entitled to receive a fractional share interest as a result of the Reverse Stock Split shall, with respect to such fractional share interest, be entitled to receive cash (without interest or deduction) from the Corporation in lieu of such fractional share interest, upon receipt by the Corporation’s transfer agent of such shareholder’s properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of such shareholder’s Old Certificates (as defined below), in an amount equal to the product of (i) the fractional share interest otherwise issuable to such shareholder as a result of the Reverse Stock Split, multiplied by (ii) the product of (A) the volume weighted average price of the Corporation’s Class A Common Stock on the five trading days prior to the Effective Time, as reported by the New York Stock Exchange, multiplied by (B) 20.

Each certificate that immediately prior to the Effective Time represented shares of the Corporation’s Class A Common Stock or Class B Common Stock, as the case may be (the “Old Certificates”), shall thereafter represent that number of shares of Class A Common Stock or Class B Common Stock, as the case may be, into which the shares of Class A Common Stock or Class B Common Stock, as the case may be, represented by the Old Certificates shall have been combined, subject to the elimination of fractional share interests as described above.

III.

The foregoing Amendment was proposed by the Corporation’s Board of Directors, which found adoption of the Amendment to be in the Corporation’s best interest and directed that the Amendment be submitted to a vote at a meeting of the Corporation’s shareholders on June 1, 2009.

IV.

On April 30, 2009, notice of the meeting of the Corporation’s shareholders, accompanied by a copy of this Amendment, was given in the manner provided in the Virginia Stock Corporation Act to each of the Corporation’s shareholders of record.

V.

The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment was:

Designation	Number of Outstanding Shares	Number of Votes Entitled to be Cast
Common Stock, $0.01 par value per share, Class A and Class B	158,957,361	181,701,947

The total number of votes cast for and against the Amendment by each voting group entitled to vote separately on the Amendment was:

Voting Group	Votes “FOR”	Votes “AGAINST”
Common Stock, $0.01 par value per share, Class A and Class B	137,135,413	29,435,020

The total number of votes cast for the Amendment by each voting group was sufficient for approval of the Amendments by the voting group.

VI.

Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, this Amendment shall become effective at 5:00 p.m., Eastern Time, on Tuesday, October 6, 2009.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed by its duly authorized Chairman of the Board and Chief Executive Officer as of this 2^nd day of October, 2009.

ARLINGTON ASSET INVESTMENT CORP., a Virginia corporation
By:	/S/ J. ROCK TONKEL, JR.
Name:	J. Rock Tonkel, Jr.
Title:	President and Chief Operating Officer

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