0001465740-21-000066.txt : 20210520 0001465740-21-000066.hdr.sgml : 20210520 20210520170951 ACCESSION NUMBER: 0001465740-21-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210519 FILED AS OF DATE: 20210520 DATE AS OF CHANGE: 20210520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abraham Spencer CENTRAL INDEX KEY: 0001326633 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34506 FILM NUMBER: 21945359 MAIL ADDRESS: STREET 1: 600 14TH STREET, NW STREET 2: SUITE 500 CITY: WASHINGTON STATE: DC ZIP: 20005 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: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 612.453.4100 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: Two Harbors Investment Corp. DATE OF NAME CHANGE: 20090605 4 1 wf-form4_162154497616128.xml FORM 4 X0306 4 2021-05-19 0 0001465740 TWO HARBORS INVESTMENT CORP. TWO 0001326633 Abraham Spencer TWO HARBORS INVESTMENT CORP. 601 CARLSON PARKWAY, SUITE 1400 MINNETONKA MN 55305 1 0 0 0 Common stock, par value $0.01 per share 2021-05-19 4 A 0 15384 0 A 64514 D Common stock, par value $0.01 per share 2021-05-19 4 A 0 6993 0 A 71507 D Common stock, par value $0.01 per share 2021-05-19 4 F 0 2097 0 D 69410 D Represents restricted stock units ("RSUs") granted to the Reporting Person under the Two Harbors Investment Corp. 2021 Equity Incentive Plan for service as a director. The awards were received as a grant for no consideration. The common stock underlying the RSUs will vest, subject to certain limitations, on the date of the 2022 annual meeting of the stockholders of Two Harbors Investment Corp. Represents a common stock award granted to the Reporting Person issued under the Two Harbors Investment Corp. 2021 Equity Incentive Plan for service as a member of a special committee of the Board of Directors. The Reporting Person elected to forfeit shares to satisfy income tax liabilities incurred in connection with the May 19, 2021 common stock award, as approved by the Board of Directors of Two Harbors Investment Corp. /s/ Spencer Abraham, By: Rebecca B. Sandberg, Attorney in Fact 2021-05-20 EX-24 2 powerofattorney-spencerabr.htm POWER OF ATTORNEY-ABRAHAM (2021)

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 replace and supersede any prior power of attorney executed by the
undersigned relating to the matters contemplated herein and 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:  May 11, 2021         /s/ Spencer Abraham