0001628280-20-002984.txt : 20200304 0001628280-20-002984.hdr.sgml : 20200304 20200304182022 ACCESSION NUMBER: 0001628280-20-002984 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200302 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 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: 20688774 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_158336400455889.xml FORM 4 X0306 4 2020-03-02 0 0001411342 Ellington Financial Inc. EFC 0001474808 Vranos Michael W 53 FOREST AVENUE OLD GREENWICH CT 06870 0 1 0 0 Co-Chief Investment Officer Common Stock 2020-03-02 4 M 0 129516 A 129516 I In Trusts Common Stock 850887 I See Footnote Common Stock 409879 D Common Stock 1248453 I See footnote Common Stock 177474 I In Trust Common Units 2020-03-02 4 M 0 129516 0 D Common Stock 129516.0 46171 I See footnote Converted from a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC, the operating partnership of Ellington Financial Inc. (the "Issuer"). Subject to certain conditions, the Common Units were redeemable by the holder for an equivalent number of shares of common stock of the Issuer ("Common Stock") or for the cash value of such shares of Common Stock, at the Issuer's election. 90,757 shares of Common Stock are held by a family trust of which Mr. Vranos is the settlor (the "Vranos Family Trust") and 38,759 shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Vranos Family Trust and the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Vranos Family Trust and the Penn Family Trust. Of these 850,887 shares of Common Stock, 850,250 of them are owned directly by EMG Holdings, L.P. ("EMGH") and 637 of them are directly owned by Ellington Financial Management LLC ("EFM"). VC Investments L.L.C. ("VC") is the general partner of EMGH and the managing member of EFM. Mr. Vranos is the managing member of, and holds a controlling interest in, VC. Mr. Vranos and VC together share the power to direct the voting and disposition of shares of Common Stock held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of Common Stock. Each of Mr. 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. Subject to certain conditions, the Common Units were redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Issuer's election. Of the 129,516 Common Units that were converted into shares of Common Stock, 90,757 Common Units were held by the Vranos Family Trust and 38,759 Common Units were held by the Penn Family Trust. Mr. Vranos has certain consent rights with respect to transfers of all Common Units including those held by the Vranos Family Trust and the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the Common Units held by the Vranos Family Trust and the Penn Family Trust. The remaining 46,171 Common Units are held by EMGH. 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. /s/ Jason S. Frank, attorney-in-fact for Michael W. Vranos 2020-03-04