0001209191-23-057958.txt : 20231208 0001209191-23-057958.hdr.sgml : 20231208 20231208165803 ACCESSION NUMBER: 0001209191-23-057958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231206 FILED AS OF DATE: 20231208 DATE AS OF CHANGE: 20231208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Neumayer Elliott CENTRAL INDEX KEY: 0001657944 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35543 FILM NUMBER: 231476173 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Asset Mortgage Capital Corp CENTRAL INDEX KEY: 0001465885 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270298092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 385 EAST COLORADO BOULEVARD CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-844-9400 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BOULEVARD CITY: PASADENA STATE: CA ZIP: 91101 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-06 1 0001465885 Western Asset Mortgage Capital Corp WMC 0001657944 Neumayer Elliott C/O WESTERN ASSET MORTGAGE CAPITAL CORP. 385 EAST COLORADO BLVD. PASADENA CA 91101 0 1 0 0 Chief Operating Officer 0 Common Stock, par value $0.01 per share 2023-12-06 4 D 0 3918 D 0 D On December 6, 2023, AG Mortgage Investment Trust, Inc. ("MITT") acquired Western Asset Mortgage Capital Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of August 8, 2023, entered into by and among the Issuer, MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), and solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC ("MITT Manager") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Merger Sub surviving such merger as a subsidiary of MITT (the "Merger"). Reflects adjusted amounts related to a previous reverse stock split and reconciliation of the Issuer's records. At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 1.498 validly issued, fully-paid and nonassessable shares of MITT common stock, and $0.92 in cash from MITT Manager, subject to any applicable withholding taxes. /s/ Adam C. E. Wright, by Power of Attorney 2023-12-08