| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/28/2022 |
3. Issuer Name and Ticker or Trading Symbol
Angel Oak Mortgage REIT, Inc. [ AOMR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 10/04/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 315,000 | I | By Falcons I, LLC(1) |
| Common Stock | 66,521(2)(3)(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. The reporting person is one of two members of Falcons I, LLC and, accordingly, may be deemed to be the beneficial owner of the shares held by Falcons I, LLC. The reporting person disclaims beneficial ownership of the shares of common stock held by Falcons I, LLC, except to the extent of his pecuniary interest therein. |
| 2. Of this number, 25,732 shares were received in connection with the closing of the Issuer's initial public offering, via a distribution of 25,732 shares from Angel Oak Mortgage Fund, L.P., pursuant to the terms of its limited partnership agreement, representing his pro rata limited partnership interest, which acquisition should be exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 under the Exchange Act. |
| 3. Of this number, 15,789 shares of restricted stock were granted on June 21, 2021, vesting in three equal annual installments commencing on the one-year anniversary of the grant date, subject to the reporting person's continued service to the Issuer through the applicable vesting date. |
| 4. Includes 25,000 shares that were inadvertently not previously reported. |
| Remarks: |
| /s/ David Gordon, as attorney-in-fact for Sreeniwas Prabhu | 07/30/2024 | |
| ** 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 5 (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. | ||
