Anworth Mortgage Asset Form 4 / Robert Craig Davis ownership change

SEC Form 4

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

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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).

1. Name and Address of Reporting Person^*

Davis Robert Craig

(Last)

(First)

(Middle)

1299 OCEAN AVENUE, 2ND FL.

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANWORTH MORTGAGE ASSET CORP [ ANH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2021		D		40,000	D	⁽¹⁾	0	D
Series A Cumulative Preferred Stock	03/19/2021		D		3,000	D	⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	03/19/2021		D			24,000	⁽³⁾	⁽³⁾	Common Stock	24,000	⁽³⁾	0	D
Series B Cumulative Convertible Preferred Stock	⁽⁴⁾	03/19/2021		D			4,000	⁽⁴⁾	⁽⁴⁾	Common Stock	24,894	⁽⁴⁾	0	D

Explanation of Responses:

1. On March 19, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of December 6, 2020, by and among Ready Capital Corporation ("Ready Capital"), RC Merger Subsidiary, LLC, a wholly owned subsidiary of Ready Capital ("Merger Sub"), and the Issuer (the "Merger Agreement"), the Issuer merged with and into Merger Sub with Merger Sub surviving as the continuing company (the "Merger"). Upon consummation of the Merger, each share of common stock of the Issuer was converted into the right to receive from Ready Capital (i) 0.1688 newly issued shares of common stock, par value $0.0001 per share, of Ready Capital, plus (ii) $0.61 in cash (the "Per Share Common Merger Consideration").

2. Pursuant to the Merger Agreement, at the closing of the Merger, each such share of Issuer Series A Cumulative Preferred Stock was converted into the right to receive one share of Ready Capital 8.625% Series B Cumulative Preferred Stock, par value $0.0001 per share.

3. Pursuant to the Merger Agreement, at the closing of the Merger, each such Restricted Stock Unit vested and was converted into the right to receive the Per Share Common Merger Consideration.

4. Pursuant to the Merger Agreement, at the closing of the Merger, each such share of Issuer Series B Cumulative Convertible Preferred Stock was converted into the right to receive one share of Ready Capital 6.25% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share.

	/s/ Robert Craig Davis	03/22/2021
	** 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.

Anworth Mortgage Asset (RC+C) Form 4ANWORTH MORTGAGE ASSET / Robert Craig Davis ownership change