UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
AG Mortgage Investment Trust, Inc.
(Name of
Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of
Class of Securities)
001228501
(CUSIP
Number)
December 31, 2021
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The remainder of this cover
page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see Instructions).
CUSIP No.:
001228501
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1
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NAMES OF REPORTING
PERSONS
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Beach Point Capital Management LP ("Beach Point Capital")
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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6.07%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.:
001228501
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1
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NAMES OF REPORTING
PERSONS
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Beach Point GP LLC ("Beach Point GP")
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,387,609 **see Note 1**
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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1,387,609 **see Note 1**
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,387,609 **see Note 1**
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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6.07%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC
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CUSIP No.:
001228501
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ITEM 1(a). |
NAME OF
ISSUER:
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AG Mortgage
Investment Trust Inc. (the "Issuer")
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ITEM 1(b). |
ADDRESS OF
ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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245 Park
Avenue, 26th Floor, New York, NY, 10167
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ITEM 2(a). |
NAME OF PERSON
FILING:
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Beach Point Capital
Beach Point
GP
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ITEM 2(b). |
ADDRESS OF
PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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c/o Beach
Point Capital Management LP, 1620 26th Street Suite 6000n, Santa
Monica, CA 90404
Beach Point Capital -
Delaware
Beach Point
GP - Delaware
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ITEM 2(d). |
TITLE OF CLASS
OF SECURITIES:
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COMMON STOCK,
PAR VALUE $0.01 PER SHARE (“Common Stock”)
001228501
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ITEM 3. |
IF THIS
STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or
(c) CHECK WHETHER THE PERSON FILING IS A:
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| (a) |
☐ Broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78c);
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☐ Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c);
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☐ Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c);
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☐ Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8);
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☒ An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
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☐ An employee benefit plan or
endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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☒ A parent holding company or
control person in accordance with 240.13d-1(b)(1)(ii)(G);
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☐ A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
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☐ A church plan that is excluded
from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
☐ A non-U.S. institution in
accordance with 240.13d-1(b)(1)(ii)(J);
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| (k) |
☐ Group, in accordance with
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with 240.13d1(b)(1)(ii)(J), please specify the type of
institution:
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially
owned:
1,387,609 by each of Beach Point
Capital and Beach Point GP (collectively, “Beach Point”). **see
Note 1**
The Common Stock reported as
beneficially owned by Beach Point in this Schedule 13G
includes 1,387,609 shares of Common Stock held by certain
clients of Beach Point (the "Clients").
(b) Percent of class:
6.07% by each of Beach Point
Capital and Beach Point GP. The percent of class is based on
22,857,513 shares of Common Stock outstanding as of November 22,
2021, upon closing of the underwritten offering, as confirmed in
the Issuer's current report on Form 8-K filed on November 22,
2021.
(c) Number of shares as to which
the person has:
(i) Sole power to vote or to
direct the vote:
Beach Point Capital - 0
Beach Point GP -
0
(ii) Shared power to vote or to
direct the vote:
Beach Point Capital -
1,387,609 **see Note 1**
Beach Point GP - 1,387,609 **see Note
1**
(iii) Sole power to dispose or to
direct the disposition of:
Beach Point Capital - 0
Beach Point GP -
0
(iv) Shared power to dispose or
to direct the disposition of:
Beach Point Capital -
1,387,609 **see Note 1**
Beach Point GP - 1,387,609
**see Note 1**
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ITEM 5. |
OWNERSHIP OF
FIVE PERCENT OR LESS OF A CLASS:
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If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following ☐.
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ITEM 6. |
OWNERSHIP OF
MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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While Beach
Point Capital and Beach Point GP may each be deemed the beneficial
owner of the shares of Common Stock of the Issuer, each of the
reporting persons is the beneficial owner of such stock on behalf
of the Clients who have the right to receive and the power to
direct the receipt of the dividends from, or the proceeds of the
sale of, such Common Stock.
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ITEM 7. |
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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See Exhibit
I
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ITEM 8. |
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not
applicable
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ITEM 9. |
NOTICE OF
DISSOLUTION OF GROUP:
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Not
applicable
CUSIP No.:
001228501
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
** Note 1 ** Beach Point Capital,
an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, furnishes investment advice to
certain clients (the Clients). In its role as investment adviser,
Beach Point Capital possesses voting and investment power over the
shares of Common Stock of the Issuer described in this schedule
that are owned by the Clients, and may be deemed to be the
beneficial owner of the shares of Common Stock of the Issuer held
by the Clients. However, all securities reported in this schedule
are owned by the Clients. Beach Point Capital disclaims beneficial
ownership of such securities. Beach Point GP is the sole general
partner of Beach Point Capital. As a result, Beach Point GP may be
deemed to share beneficial ownership of the shares of Common Stock
of the Issuer held by the Clients. Beach Point GP disclaims
beneficial ownership of such securities.
CUSIP
No.: 001228501
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
February
8, 2022
Date
Beach Point Capital Management LP
/s/ Lawrence M. Goldman
Signature
Lawrence M. Goldman, Chief Administrative Officer and General
Counsel
Name/Title
February
8, 2022
Date
Beach Point GP LLC
/s/ Lawrence M. Goldman
Signature
Lawrence
M. Goldman, Chief Administrative Officer and General
Counsel
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
Exhibit I - Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
Exhibit II - Joint Filing
Agreement
CUSIP No.:
001228501
EXHIBIT I
Identification
and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company or Control
Person
Beach Point GP LLC is the sole
general partner and therefore control person of Beach Point Capital
Management LP, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.
CUSIP No.:
001228501
EXHIBIT II
Joint Filing
Agreement
THIS JOINT FILING AGREEMENT is
entered into as of February 8, 2022, by and among the parties
signatories hereto. The undersigned hereby agree that the Statement
on Schedule 13G with respect to the shares of Common Stock, par
value $0.01 per share, of AG Mortgage Investment Trust, Inc. is,
and any amendment thereafter signed by each of the undersigned
shall be, filed on behalf of each undersigned pursuant to and in
accordance with the provisions of 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
February
8, 2022
Date
Beach Point Capital Management LP
/s/ Lawrence M. Goldman
Signature
Lawrence M. Goldman, Chief Administrative Officer and General
Counsel
Name/Title
February
8, 2022
Date
Beach Point GP LLC
/s/ Lawrence M. Goldman
Signature
Lawrence M. Goldman, Chief Administrative Officer and General
Counsel
Name/Title
