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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
TAYLOR BRIAN

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT
601 CARLSON PARKWAY, SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Two Harbors Investment Corp. [ TWO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
group
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
warrants $11 02/14/2013 S 500,000 10/28/2009 11/07/2013 common stock 500,000 $1.6221 500,000 I see footnote(1)
1. Name and Address of Reporting Person*
TAYLOR BRIAN

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT
601 CARLSON PARKWAY, SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
group
1. Name and Address of Reporting Person*
Pine River Capital Management LLC

(Last) (First) (Middle)
601 CARLSON PARKWAY, SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
group
1. Name and Address of Reporting Person*
Pine River Capital Management L.P.

(Last) (First) (Middle)
601 CARLSON PARKWAY
SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
group
1. Name and Address of Reporting Person*
Pine River MASTER FUND LTD.

(Last) (First) (Middle)
C/O PINE RIVER CAPITAL MANAGEMENT L.P.
601 CARLSON PARKWAY, SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
group
1. Name and Address of Reporting Person*
Nisswa Acquisition Master Fund Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SVCS LIMITED
PO BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
group
Explanation of Responses:
1. The securities are owned directly by Pine River Master Fund Ltd. and Nisswa Acquisition Master Fund Ltd. (the "Funds"), for which Pine River Capital Management L.P. (the "Partnership") is the Investment Manager. Mr. Taylor is the sole member of Pine River Capital Management LLC (the "LLC"), an entity which is the general partner of the Partnership. Each of Mr. Taylor, the Partnership and the LLC disclaim beneficial ownership of any of the securities owned by the Funds other than to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that Mr. Taylor, the Partnership or the LLC is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
/s/ Brian Taylor, Sole member, on behalf of Pine River Capital Management LLC 02/19/2013
/s/ Brian Taylor, Chief Exectuive Officer, on behalf of Pine River Capital Management L.P. 02/19/2013
/s/ Brian Taylor, Director, on behalf of Pine River Master Fund Ltd. 02/19/2013
/s/ Brian Taylor, Director, on behalf of Nisswa Acquisition Master Fund Ltd. 02/19/2013
/s/ Brian Taylor 02/19/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.