Statement of Changes in Beneficial Ownership (4)
May 20 2021 - 4:21PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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KASNET STEPHEN G |
2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP.
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TWO
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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)
TWO HARBORS INVESTMENT CORP., 601 CARLSON PARKWAY, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2021 |
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(Street)
MINNETONKA, MN 55305
(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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| Common Stock | 5/19/2021 | | A | | 54895 (1) | A | $0 | 166416 | D | |
| Common Stock | 5/19/2021 | | A | | 6993 (2) | A | $0 | 173409 | D | |
| Common Stock | 5/19/2021 | | F | | 2447 (3) | D | $0 | 170962 | D | |
| Series A Preferred Stock, par value $0.01 per share | | | | | | | | 10000 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Represents restricted stock units ("RSUs") granted to the Reporting Person under the Two Harbors Investment Corp. 2021 Equity Incentive Plan for service as a director. The awards were received as a grant for no consideration. The common stock underlying the RSUs will vest, subject to certain limitations, on the date of the 2022 annual meeting of the stockholders of Two Harbors Investment Corp. |
| (2) | Represents a common stock award granted to the Reporting Person issued under the Two Harbors Investment Corp. 2021 Equity Incentive Plan for service as a member of a special committee of the Board of Directors. |
| (3) | The Reporting Person elected to forfeit shares to satisfy income tax liabilities incurred in connection with the May 19, 2021 common stock award, as approved by the Board of Directors of Two Harbors Investment Corp. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KASNET STEPHEN G
TWO HARBORS INVESTMENT CORP.
601 CARLSON PARKWAY, SUITE 1400
MINNETONKA, MN 55305 | X |
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Signatures
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| /s/ Stephen G. Kasnet, By: Rebecca B. Sandberg, Attorney-in-Fact | | 5/20/2021 |
| **Signature of Reporting Person | Date |
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