0001428205-20-000064.txt : 20200128 0001428205-20-000064.hdr.sgml : 20200128 20200128210539 ACCESSION NUMBER: 0001428205-20-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200128 FILED AS OF DATE: 20200128 DATE AS OF CHANGE: 20200128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ULM SCOTT CENTRAL INDEX KEY: 0001469064 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34766 FILM NUMBER: 20556140 MAIL ADDRESS: STREET 1: 3005 HAMMOCK WAY CITY: VERO BEACH STATE: FL ZIP: 32963 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Armour Residential REIT, Inc. CENTRAL INDEX KEY: 0001428205 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 261908763 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 BUSINESS PHONE: (772) 617-4340 MAIL ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 4 1 wf-form4_158026352183010.xml FORM 4 X0306 4 2020-01-28 0 0001428205 Armour Residential REIT, Inc. ARR 0001469064 ULM SCOTT 3001 OCEAN DRIVE SUITE #201 VERO BEACH FL 32963 1 1 0 0 Co-CEO and CIO Common Stock, par value $0.001 per share 128164 D Common Stock, par value $0.001 per share 80000 I By ARMOUR Capital Management LP 7.00% Series C Cumulative Redeemable Preferred Stock 2020-01-28 4 P 0 1000 25 A Common Stock, par value $0.001 per share 2613.696 1000 D The reported shares were purchased and are owned directly by ARMOUR Capital Management LP ("ACM"), a limited partnership that is the external manager of the issuer. The shares have been reported in the aggregate for both Mr. Ulm herein and Mr. Jeffrey Zimmer, a Co-CEO of the issuer, in a separate Form 4 report. Mr. Ulm is the sole controlling member of Stacumny LLC, which is one of the general partners of ACM, along with an entity controlled by Mr. Zimmer. Mr. Ulm disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Upon the occurrence of a Change of Control (as defined in the Articles Supplementary relating to the Series C Preferred Stock) of the issuer, the reporting person will have the right to convert the shares of Series C Preferred Stock into a number of shares of common stock of the issuer per share of Series C Preferred Stock equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock plus the amount of any accumulated and unpaid dividends by (y) the Common Stock Price (as defined in the Articles Supplementary relating to the Series C Preferred Stock); and (ii) 2.613696, subject to certain adjustments indicated in the Articles Supplementary relating to the Series C Preferred Stock. The Series C Preferred Stock has no expiration date. /s/ Scott J. Ulm 2020-01-28