0001628280-19-014208.txt : 20191114
0001628280-19-014208.hdr.sgml : 20191114
20191114160414
ACCESSION NUMBER: 0001628280-19-014208
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191114
FILED AS OF DATE: 20191114
DATE AS OF CHANGE: 20191114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vranos Michael W
CENTRAL INDEX KEY: 0001474808
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34569
FILM NUMBER: 191219958
MAIL ADDRESS:
STREET 1: 52 FOREST AVENUE
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ellington Financial Inc.
CENTRAL INDEX KEY: 0001411342
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
FORMER COMPANY:
FORMER CONFORMED NAME: Ellington Financial LLC
DATE OF NAME CHANGE: 20070831
4
1
wf-form4_157376543744439.xml
FORM 4
X0306
4
2019-11-14
0
0001411342
Ellington Financial Inc.
EFC
0001474808
Vranos Michael W
53 FOREST AVENUE
OLD GREENWICH
CT
06870
0
1
1
0
Co-Chief Investment Officer
Common Stock
2019-11-14
4
J
0
178306
0
D
850250
I
See Footnote
Common Stock
409879
D
Common Stock
1248453
I
See footnote
Common Stock
177474
I
In Trust
Common Units
2019-11-15
4
J
0
36313
0
D
Common Stock
36313.0
175687
I
See footnote
LTIP Units
2019-11-15
4
J
0
51558
0
D
Common Stock
51558.0
320604
I
See footnote
On November 14, 2019, these shares of common stock were transferred from the investment accounts of certain former, inactive, or non-participating partners in EMG Holdings, L.P. ("EMGH") to such partners' respective brokerage accounts. EMGH did not receive or pay any consideration in connection with the transfer of such shares of common stock.
Of these 850,250 shares of common stock, all of them are owned directly by EMGH. VC Investments L.L.C. ("VC") is the general partner of EMGH and the managing member of Ellington Financial Management LLC ("EFM"). Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of common shares held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of common stock. Each of Michael W. Vranos and VC disclaims beneficial ownership of any shares of common stock owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
Shares of common stock are held in family trusts for the benefit of EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee.
Represents a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC ("EFCOP"), the operating partnership of Ellington Financial Inc. (the "Company"). Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of common stock of the Company or for the cash value of such shares of common stock, at the Company's election.
On November 14, 2019, these Common Units were transferred from the investment accounts of certain former, inactive, or non-participating partners in EMGH to be held by such partners in their individual capacities. EMGH did not receive or pay any consideration in connection with the transfer of such Common Units.
Of these 175,687 Common Units, 46,171 are held by EMGH, 90,757 are held by a family trust of which Mr. Vranos is the settlor (the "Vranos Family Trust") and 38,759 are held by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"), over which Mr. Vranos, in his capacity as the managing member of VC, the general partner of EMGH, continues to have certain consent rights with respect to transfers. Mr. Vranos and VC together share the power to direct the voting and disposition of Common Units held by EMGH, and may be regarded as the beneficial owners of the Common Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any Common Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into a Common Unit on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of common stock of the Company or for the cash value of such shares of common stock, at the Company's election.
On November 14, 2019, these OP LTIP Units were transferred from the investment accounts of certain former, inactive, or non-participating partners in EMGH to be held by such partners in their individual capacities. EMGH did not receive or pay any consideration in connection with the transfer of such OP LTIP Units.
These OP LTIP Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of OP LTIP Units held by EMGH, and may be regarded as the beneficial owners of the OP LTIP Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any OP LTIP Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
/s/ Jason S. Frank, attorney-in-fact for Michael W. Vranos
2019-11-14