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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 06/02/2011 | A | 3,180 | (2)(3) | (2)(3) | Class A Common Stock | 3,180 | $ 0 | 22,723 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MICHAEL RALPH S III C/O ARLINGTON ASSETS INVESTMENT CORP. 1001 NINETEENTH STREET NORTH ARLINGTON, VA 22209 |
X |
/s/ D. Scott Parish, Attorney-in-Fact | 06/06/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of Arlington Asset Investment Corp. (the "Company"). |
(2) | Represents annual grant of RSUs pursuant to the Company's 2011 Long-Term Incentive Plan (the "2011 Plan") in connection with the reporting person's service as a non-employee director of the Company. The RSUs vest immediately on the award grant date. Vested RSUs are converted into shares of Class A common stock on a one-for-one basis, with any fractional shares being settled in cash, upon the later of the reporting person's separation from service on the board of directors or the first anniversary of the grant date (the "Settlement Date"). If a change in control occurs before the Settlement Date, the settlement will occur on the control change date. (Continued in 3) |
(3) | (Continued from 2) RSUs previously granted to the reporting person pursuant to Company's 2004 Long-Term Incentive Plan (the "2004 Plan") vested on the first anniversary of the award grant date. Under the 2004 Plan, vested RSUs are converted into shares of Class A common stock on a one-for-one basis upon the reporting person's separation from service on the board of directors. The reporting person does not have voting rights with respect to, but receives dividend equivalent payments on, outstanding RSUs. |
(4) | Represents: (i) 389 RSUs granted on June 9, 2006 pursuant to the 2004 Plan, which vested on June 9, 2007; (ii) 683 RSUs granted on June 8, 2007 pursuant to the 2004 Plan, which vested on June 8, 2008; (iii) 2,279 RSUs granted on June 5, 2008 pursuant to the 2004 Plan, which vested on June 5, 2009; (iv) 11,513 RSUs granted on June 1, 2009 pursuant to the 2004 Plan, which vested on June 1, 2010; (v) 4,679 RSUs granted on June 2, 2010 pursuant to the 2004 Plan, which vested on June 2, 2011; and (vi) 3,180 RSUs granted on June 2, 2011 pursuant to the 2011 Plan, which vested on June 2, 2011. The number of RSUs granted on June 9, 2006, June 8, 2007, June 5, 2008 and June 1, 2009 have been adjusted to reflect the 1-for-20 reverse stock split that was effected on October 6, 2009. |