0001628280-19-015155.txt : 20191217 0001628280-19-015155.hdr.sgml : 20191217 20191217163315 ACCESSION NUMBER: 0001628280-19-015155 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191213 FILED AS OF DATE: 20191217 DATE AS OF CHANGE: 20191217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smernoff Chris CENTRAL INDEX KEY: 0001732958 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34569 FILM NUMBER: 191290127 MAIL ADDRESS: STREET 1: 53 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_157661837798235.xml FORM 4 X0306 4 2019-12-13 0 0001411342 Ellington Financial Inc. EFC 0001732958 Smernoff Chris 53 FOREST AVENUE OLD GREENWICH CT 06870 0 1 0 0 Chief Accounting Officer OP LTIP Units 2019-12-13 4 A 0 7373 0 A Common Units 7373.0 27036 D Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of Ellington Financial Operating Partnership LLC (the "Operating Partnership"), the operating partnership of Ellington Financial Inc. (the "Company"). 3,687 of the OP LTIP Units will vest on December 13, 2020 and the remaining 3,686 of the OP LTIP units will vest on December 13, 2021. The OP LTIP Units may be converted, upon lapse of the vesting restrictions described above, at the election of the holder, or at any time at the election of the Company, into limited liability company interests of the Operating Partnership designated as common units ("Common Units") 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, $0.001 par value per share ("Common Shares") or for the cash value of such Common Shares, at the Company's election. The OP LTIP Units were issued pursuant to, and are subject to the terms and conditions of, the Company's 2017 Equity Incentive Plan (the "2017 Plan"). 3,391 of the OP LTIP units will vest on December 11, 2020. /s/ Jason Frank, as attorney-in-fact for Christopher Smernoff 2019-12-16 EX-24 2 poa.htm POWER OF ATTORNEY FOR: /S/ JASON FRANK, AS ATTORNEY-IN-FACT FOR CHRISTOPHER SMERNOFF

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Laurence Penn, Daniel Margolis, Jason Frank, Daniel M. LeBey and Christopher C. Green, and each of them, as the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of 10% or more of Ellington Financial LLC (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of, and transactions in securities issued by, the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of February, 2018.



By:   /s/ Christopher Smernoff
Name:  Christopher Smernoff