As filed with the Securities and Exchange Commission on December 6, 2023
Registration No. 333-265948
====================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-265948

UNDER THE SECURITIES ACT OF 1933
___________
WESTERN ASSET MORTGAGE CAPITAL CORPORATION
(AG Mortgage Investment Trust, Inc., as successor by merger to Western Asset Mortgage Capital Corporation)
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
27-0298092
(I.R.S. Employer
Identification No.)
385 East Colorado Boulevard
Pasadena, California
(Address of Principal Executive Offices)
91101
(Zip Code)
___________
Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan

(Full title of the plans)
___________
Jenny B. Neslin
General Counsel and Secretary
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Telephone: (212) 692-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
___________
With copies to:
Steven M. Haas
James A. Kennedy
Robert K. Smith
Hunton Andrews Kurth LLP
2200 Pennsylvania Avenue NW
Washington, DC 20037
Telephone: (202) 955-1611



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.







2


EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This post-effective amendment (this “Post-Effective Amendment”), filed by Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), relates to the Registration Statement on Form S-8 (No. 333-265948), filed with the Securities and Exchange Commission (“SEC”) on June 30, 2022 (the “Registration Statement”), pertaining to the registration of 100,000 shares (on a post-reverse stock split basis) of Common Stock, par value $0.01 per share, of the Company issuable under the Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan previously filed by the Company with the SEC.
On December 6, 2023, the Company, AG Mortgage Investment Trust, Inc., a Delaware corporation (“MITT”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), AG REIT Management, LLC, a Delaware limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions therein, the Company was merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, MITT, as successor to the Company, hereby removes from registration all securities registered under the Registration Statement but unsold as of the date hereof.


3


SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 6, 2023.
AG MORTGAGE INVESTMENT TRUST, INC.
(as successor by merger to Western Asset Mortgage Capital Corporation)
By:    /s/ Jenny B. Neslin    
Name:    Jenny B. Neslin
Title:    General Counsel and Secretary

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.



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