0001628280-21-023522.txt : 20211116
0001628280-21-023522.hdr.sgml : 20211116
20211116161924
ACCESSION NUMBER: 0001628280-21-023522
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211112
FILED AS OF DATE: 20211116
DATE AS OF CHANGE: 20211116
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: 211416356
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_163709734528743.xml
FORM 4
X0306
4
2021-11-12
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
2021-11-12
4
J
0
28453
0
A
916713
I
See Footnote
Common Stock
2021-11-12
4
J
0
8666
0
D
908047
I
See Footnote
Common Stock
1889689
I
See footnote
Common Stock
38759
I
In Trust
Common Stock
177474
I
In Trusts
Common Units
2021-11-12
4
J
0
17650
0
D
Common Stock
17650.0
28521
I
See footnote
LTIP Units
2021-11-12
4
J
0
1363
0
D
Common Stock
1363.0
319241
I
See footnote
The shares of common stock ("Common Stock") of Ellington Financial Inc. (the "Company") were issued in connection with the third quarter 2021 incentive fee payable to Ellington Financial Management LLC ("EFM"), the Company's manager, pursuant to a management agreement between the Company and EFM, and the Company's 2017 Equity Incentive Plan.
Of these 916,713 shares of Common Stock, 850,887 of them are owned directly by EMG Holdings, L.P. ("EMGH") and 65,826 of them are directly owned by EFM. VC Investments LLC ("VC") is the general partner of EMGH and the managing member of EFM. Michael W. 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 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 its or his pecuniary interest therein.
On November 12, 2021, these shares of Common Stock were transferred from the investment accounts of certain partners in 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 908,047 shares of Common Stock, 842,221 of them are owned directly by EMGH and 65,826 of them are directly owned by EFM. VC is the general partner of EMGH and the managing member of EFM. Michael W. 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 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 its or his pecuniary interest therein.
Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
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 Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.
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 the Company. Subject to certain conditions, the Common Units are 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 Company's election.
On November 12, 2021, these Common Units were transferred from the investment accounts of certain 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.
The remaining 28,521 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.
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 or for the cash value of such shares of Common Stock, at the Company's election.
On November 12, 2021, these OP LTIP Units were transferred from the investment account of a partner in EMGH to be held by such partner in his individual capacity. 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
2021-11-16