SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zimmer Jeffrey J

(Last)

(First)

(Middle)

3001 OCEAN DRIVE

SUITE #201

(Street)

VERO BEACH

32963

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	09/05/2013		G⁽¹⁾	V	25,000	D	$0	59,789	D
Common Stock, par value $0.001 per share	09/17/2013		G⁽¹⁾	V	10,000	D	$0	49,789	D
Common Stock, par value $0.001 per share	09/19/2013		G⁽¹⁾	V	8,000	D	$0	41,789	D
Common Stock, par value $0.001 per share	12/19/2013		G⁽¹⁾	V	7,500	D	$0	62,220	D
Common Stock, par value $0.001 per share	01/06/2014		M⁽²⁾		17,931	A	⁽²⁾	80,151	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares disposed of in a bona fide gift.

2. See Remarks

Remarks:

On January 6, 2014, the reporting person elected to redeem 2,338 shares out of 4,875 shares of vested phantom stock previously granted under ARMOUR Residential REIT, Inc.'s Amended and Restated 2009 Stock Incentive Plan (the "Incentive Plan") into 2,338 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 2,537 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 4,875 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on Form 4s filed by the reporting person on April 4, 2011 and April 3, 2012. In addition, on January 6, 2014, the reporting person elected to redeem 6,725 shares out of 13,450 shares of vested phantom stock into 6,725 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 6,725 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 13,450 shares are part of, and relateto, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on April 11, 2012. On January 6, 2014, the reporting person also elected to redeem 8,868 shares out of 26,504 shares of vested phantom stock into 8,868 shares of ARMOUR common stock. The person also elected to redeem the remaining 17,636 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 26,504 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013.

	/s/ Jeffrey J. Zimmer	01/08/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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