- Statement of Changes in Beneficial Ownership (4)
June 06 2011 - 4:06PM
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
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February 28, 2011
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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
*
GALLAGHER PETER A
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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)
C/O ARLINGTON ASSETS INVESTMENT CORP., 1001 NINETEENTH STREET NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/2/2011
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(Street)
ARLINGTON, VA 22209
(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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3089
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(2)
(3)
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(2)
(3)
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Class A Common Stock
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3089
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$0
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22682
(4)
(5)
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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 3)
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(
3)
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(Continued from 2) RSUs previously granted to the reporting person pursuant to the Company's Non-Employee Director Stock
Compensation Plan (the "NED Plan") and the Company's 2004 Long-Term Incentive Plan (the "2004 Plan") vested on the first
anniversary of the award grant date. Under the NED Plan and 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.
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(
4)
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Represents: (i) 174 RSUs granted on July 2, 2003 pursuant to the NED Plan, which vested on July 2, 2004; (ii) 140 RSUs
granted on May 20, 2004 pursuant to the 2004 Plan, which vested on May 20, 2005; (iii) 120 RSUs granted on August 3, 2004
pursuant to the 2004 Plan, which vested on August 3, 2005; (iv) 310 RSUs granted on June 10, 2005 pursuant to the 2004 Plan,
which vested on June 10, 2006; (v) 413 RSUs granted on June 9, 2006 pursuant to the 2004 Plan, which vested on June 9, 2007;
(vi) 624 RSUs granted on June 8, 2007 pursuant to the 2004 Plan, which vested on June 8, 2008; (vii) 2,083 RSUs granted on
June 5, 2008 pursuant to the 2004 Plan, which vested on June 5, 2009; (viii) 11,184 RSUs granted on June 1, 2009 pursuant to
the 2004 Plan, which vested on June 1, 2010; (ix) 4,545 RSUs granted on June 2, 2010 pursuant to the 2004 Plan, which vested
on June 2, 2011; and (Continued in 5)
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(
5)
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(Continued from 4) (x) 3,089 RSUs granted on June 2, 2011 pursuant to the 2011 Plan, which vested on June 2, 2011. The
number of RSUs granted on July 2, 2003, May 20, 2004, August 3, 2004, June 10, 2005, 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.
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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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GALLAGHER PETER A
C/O ARLINGTON ASSETS INVESTMENT CORP.
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
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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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