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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Angel Oak Mortgage, Inc. [ AOMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 06/21/2021 | J(2) | 15,723,050 | A | $0 | 15,724,050 | I(1) | By Angel Oak Mortgage Fund, LP(1) | ||
Common Stock | 06/21/2021 | J(2) | 15,724,050 | D | $0 | 0 | I(1) | By Angel Oak Mortgage Fund, LP(1) | ||
Common Stock | 25,732(3) | D | ||||||||
Common Stock | 06/21/2021 | A(4) | 15,789 | A | $0 | 41,521 | D | |||
Common Stock | 06/21/2021 | P | 25,000 | A | $19 | 66,521 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reporting person is one of two members of Falcons I, LLC, the general partner of Angel Oak Mortgage Fund, L.P. and, accordingly, may be deemed to be the beneficial owner of the shares held by Angel Oak Mortgage Fund, L.P. The reporting person disclaims beneficial ownership of the shares of common stock held by Angel Oak Mortgage Fund, L.P., except to the extent of his pecuniary interest therein. |
2. In connection with the completion of Issuer's initial public offering, as part of the Issuer's formation transactions: (a) the Issuer declared a stock dividend that resulted in the issuance of 15,723,050 shares of common stock to Angel Oak Mortgage Fund, L.P.; (b) Angel Oak Mortgage Fund, L.P. distributed the 15,724,050 shares of common stock it owned to its partners pursuant to the terms of its limited partnership agreement; and (c) Angel Oak Mortgage Fund, L.P. was terminated. |
3. The reporting person received, in connection with the closing of the Issuer's initial public offering, a distribution of 25,732 shares from Angel Oak Mortgage Fund, L.P., pursuant to the terms of its limited partnership agreement, representing his pro rata limited partnership interest, which acquisition should be exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 under the Exchange Act. |
4. These shares of restricted stock vest in three equal annual installments, commencing on the one-year anniversary of the grant date, subject to the reporting person's continued service to the Issuer through the applicable vesting date. |
/s/ Emilie J. McLaughlin as attorney-in-fact for Michael Fierman | 06/23/2021 | |
** 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. |