Amended Statement of Changes in Beneficial Ownership (4/a)
25 Mai 2022 - 11:14PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Harper Gordon |
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc.
[
ARR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Finance and Controller |
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(Last)
(First)
(Middle)
3001 OCEAN DRIVE, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2021 |
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(Street)
VERO BEACH, FL 32963
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
8/26/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.001 per share | 8/24/2021 | | M | | 3000 (1) | A | $0 | 33111 (2) | D | |
| Common Stock, par value $0.001 per share | 8/24/2021 | | D | | 884 (1) | D | $10.50 | 30011 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Phantom Stock | (3) | 8/24/2021 | | M | | | 3000 | (1) | (1) | Common Stock | 3000.0 | $0 | 27800 | D | |
| Explanation of Responses: |
| (1) | The original Form 4 reported 2900 rather than 3000 shares of phantom stock being vested and 784 rather then 884 shares being converted to cash. The footnote should have read: On August 24, 2021, the reporting person elected to convert 2,116 shares out of 3,000 shares of vested phantom stock into 2,116 shares of ARMOUR common stock. The person elected to convert the remaining 884 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 2,116 shares are part of, and relate to, phantom stock vesting over a period of approximately two years, which was reported on a Form 4 report filed by the reporting person on January 16, 2020 and phantom stock vesting over a period of approximately five years, which was reported on a Form 4 report filed by the person on January 14, 2021. |
| (2) | Amounts reported reflect the current amounts rather then the amounts reported as of August 24, 2021, which only shows a 100 share change in the total. |
| (3) | Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Harper Gordon
3001 OCEAN DRIVE
SUITE 201
VERO BEACH, FL 32963 |
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| VP Finance and Controller |
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Signatures
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| /s/ Gordon Harper | | 5/25/2022 |
| **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 control number. |
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