0001181431-12-000686.txt : 20120104
0001181431-12-000686.hdr.sgml : 20120104
20120104162912
ACCESSION NUMBER: 0001181431-12-000686
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111231
FILED AS OF DATE: 20120104
DATE AS OF CHANGE: 20120104
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: EMG Holdings, L.P.
CENTRAL INDEX KEY: 0001478394
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34569
FILM NUMBER: 12506511
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
3
1
rrd329478.xml
FORM 3
X0204
3
2011-12-31
0
0001411342
Ellington Financial LLC
EFC
0001478394
EMG Holdings, L.P.
53 FOREST AVE
OLD GREENWICH
CT
06870
0
0
1
0
Common Shares rep limited liability company interests
2351749
D
LTIP Units
Common Shares
375000
D
On December 31, 2011, EMGH acquired 1,122,829 shares previously held by Ellington Mortgage Partners, LLC ("EMP"), New Ellington Partners, L.P. ("NEP") and New Ellington Credit Partners, L.P. ("NECP") as a result of an internal restructuring (the "Restructuring"). In connection with the Restructuring, common shares previously held by EMP, NEP and NECP were transferred to EMGH and other entities and persons via a series of pro rata distributions and contributions. No one received or paid any consideration for any common shares transferred in connection with the Restructuring. 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 Restructuring.
VC Investments LLC ("VC") is the general partner of EMGH. Michael W. Vranos is the managing member of, and holds a controlling interest in VC. Mr. Vranos, together with VC and, with respect to 2,351,749 common shares, EMGH, share the power to direct the voting and disposition of the common shares, and may be regarded as the beneficial owners of the common shares owned beneficially or of record by each other. Each of Mr. Vranos, VC and EMGH disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
Represents a separate non-voting class of limited liability company interests ("LTIP Units") of the Issuer, which are structured as profits interests. The 375,000 LTIP Units have vested. The LTIP Units may be converted, at the election of the holder, into common shares representing limited liability company interests of the Issuer on a one-for-one basis.
/s/ Sara Walden Brown, as attorney-in-fact for EMG Holdings, L.P.
2012-01-04