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