- Statement of Changes in Beneficial Ownership (4)
June 06 2011 - 4:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BERCE DANIEL E
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2. Issuer Name
and
Ticker or Trading Symbol
Arlington Asset Investment Corp.
[
AI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
801 CHERRY STREET, SUITE 3500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/2/2011
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(Street)
FORT WORTH, TX 76102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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6/2/2011
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A
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2908
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(2)
(3)
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(2)
(3)
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Class A Common Stock
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2908
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$0
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4534
(4)
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D
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Explanation of Responses:
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(
1)
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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").
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(
2)
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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 Footnote 3)
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(
3)
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(Continued from Footnote 2) RSUs previously granted to the reporting person pursuant to Company's 2004 Long-Term Incentive
Plan (the "2004 Plan") vest on the first anniversary of the award grant date. Vesting is accelerated if the reporting
person's service on the board of directors ends on account of death or disability or if there is a change in control of the
Company. 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. If the reporting person's service on the board of
directors ends for a reason other than death or disability, any non-vested RSUs may be settled solely in cash or partly in
cash and partly in shares of Class A common stock, depending upon the reason for the separation of service.
The reporting person does not have voting rights with respect to, but receives dividend equivalent payments on, outstanding
RSUs.
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(
4)
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Represents: (i) 1,626 RSUs granted on January 3, 2011 pursuant to the 2004 Plan, which are scheduled to vest on January 3,
2012, and (ii) 2,908 RSUs granted on June 2, 2011 pursuant to the 2011 Plan, which vested on June 2, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BERCE DANIEL E
801 CHERRY STREET, SUITE 3500
FORT WORTH, TX 76102
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X
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Signatures
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/s/ D. Scott Parish, Attorney-in-Fact
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6/6/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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