0001703644-17-000042.txt : 20171023 0001703644-17-000042.hdr.sgml : 20171023 20171023165819 ACCESSION NUMBER: 0001703644-17-000042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171019 FILED AS OF DATE: 20171023 DATE AS OF CHANGE: 20171023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TWO HARBORS INVESTMENT CORP. CENTRAL INDEX KEY: 0001465740 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38124 FILM NUMBER: 171149382 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 NAME: FORMER CONFORMED NAME: Two Harbors Investment Corp. DATE OF NAME CHANGE: 20090605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TWO HARBORS OPERATING Co LLC CENTRAL INDEX KEY: 0001563628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38124 FILM NUMBER: 171149380 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 612-629-2500 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capitol Acquisition Corp CENTRAL INDEX KEY: 0001406982 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38124 FILM NUMBER: 171149381 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 612.629.2500 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1400 CITY: MINNETONKA STATE: MN ZIP: 55305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Granite Point Mortgage Trust Inc. CENTRAL INDEX KEY: 0001703644 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 364-3200 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 wf-form4_150879228557615.xml FORM 4 X0306 4 2017-10-19 1 0001703644 Granite Point Mortgage Trust Inc. GPMT 0001465740 TWO HARBORS INVESTMENT CORP. 590 MADISON AVENUE 36TH FLOOR NEW YORK NY 10022 0 0 1 0 0001406982 Capitol Acquisition Corp 601 CARLSON PARKWAY SUITE 1400 MINNETONKA MN 55305 0 0 1 0 0001563628 TWO HARBORS OPERATING Co LLC 590 MADISON AVENUE 36TH FLOOR NEW YORK NY 10022 0 0 1 0 Common stock, par value $0.01 per share 2017-10-19 4 P 0 25000 18.6284 A 33475845 I See footnote Common stock, par value $0.01 per share 2017-10-20 4 P 0 25000 18.5006 A 33500845 I See footnote Common stock, par value $0.01 per share 2017-10-20 4 J 0 33071000 0 D 429845 I See footnote The securities were purchased by Capitol Acquisition Corp. ("Capitol"), a wholly owned indirect subsidiary of Two Harbors Investment Corp. ("Two Harbors"), pursuant to a rule 10b5-1 stock purchase plan that Two Harbors committed to adopt in connection with Granite Point Mortgage Trust Inc.'s ("Granite Point") formation transaction and initial public offering ("IPO"). As previously disclosed, Two Harbors does not intend to distribute any shares that Capitol acquires through the stock purchase plan to its stockholders as part of the Stock Dividend (defined below). Any shares of common stock purchased by Capitol pursuant to the stock purchase plan are subject to lock-up arrangements between Two Harbors and the IPO underwriters. Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.45 to $18.74. The reporting persons undertake to provide, upon request, full information regarding the shares purchased in such transactions. Prior to the execution of the Stock Dividend, the securities were held by wholly owned subsidiaries of Two Harbors, including 33,071,000 shares held by Two Harbors Operating Company LLC ("Operating Company") and 429,845 shares held by Capitol. In advance of the Distribution Date (defined below) for the Stock Dividend, the 33,071,000 shares held by Operating Company will be transferred to Two Harbors in order to effect the Stock Dividend. Per share price reflects the weighted average price paid. The shares were purchased in multiple transactions at prices ranging from $18.41 to $18.71. The reporting persons undertake to provide, upon request, full information regarding the shares purchased in such transactions. On September 14, 2017, the Board of Directors of Two Harbors declared a special dividend (the "Stock Dividend") to distribute the 33,071,000 shares of Granite Point common stock acquired by Two Harbors in connection with the contribution of its commercial real estate portfolio to Granite Point. The Stock Dividend will be distributed on November 1, 2017 (the "Distribution Date"), on a pro rata basis, to Two Harbors common stockholders of record at the close of business on October 20, 2017 (the "Record Date"). As a result of the Stock Dividend, all remaining reported securities are held by Capitol. /s/ Two Harbors Investment Corp., By: Thomas Siering, President and Chief Executive Officer 2017-10-23 /s/ Capitol Acquisition Corp. By: Thomas Siering, President and Chief Executive Officer 2017-10-23 /s/ Two Harbors Operating Company LLC, By: Thomas Siering, President and Chief Executive Officer 2017-10-23