| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cherry Hill Mortgage Investment Corp [ CHMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 10/04/2013 | P | 75,000 | A | $18.44 | 625,000 | D(1)(5)(6) | |||
| Common stock | 10/04/2013 | S | 25,000 | D | $18.37 | 600,000 | D(1)(5)(7) | |||
| Common stock | 200,000 | D(2)(5) | ||||||||
| Common stock | 11,700 | D(3)(5) | ||||||||
| Common stock | 10/04/2013 | P | 113,760 | A | $18.59 | 113,760 | D(4)(5)(8) | |||
| Common stock | 10/04/2013 | S | 110,705 | D | $18.59 | 3,055 | D(4)(5)(9) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Total return swap | (10) | 10/04/2013 | P | 75,000 | (10) | (10) | Common Stock | 75,000 | (10) | 75,000 | D(1)(5) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This security is owned by Surveyor Capital Ltd. ("Surveyor"). |
| 2. This security is owned by Citadel Global Equities Master Fund Ltd. ("CG"). |
| 3. This security is owned by a customer account that is managed by Citadel Advisors LLC ("CA"), a registered investment adviser. |
| 4. This security is owned by Citadel Securities LLC ("CS"). |
| 5. CA is the portfolio manager for Surveyor and CG. Citadel Advisors Holdings LP ("CAH") is the sole member of CA. CALC III LP ("CALC3") is the non-member manager of CS. Citadel Investment Group II, L.L.C. (now known as Citadel GP LLC ("CGP")) is the general partner of CAH and CALC3. Kenneth Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP. Collectively, Surveyor, CG, CGP, CS, CALC3 and Mr. Griffin are referred to herein as the Reporting Persons. |
| 6. This price represents the weighted average sale price. The sale prices for these transactions ranged from $18.26 - $18.50. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 7. This price represents the weighted average sale price. The sale prices for these transactions ranged from $18.28 - $18.79. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 8. This price represents the weighted average sale price. The sale prices for these transactions ranged from $18.21 - $19.09. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 9. This price represents the weighted average sale price. The sale prices for these transactions ranged from $18.15 - $18.95. The Reporting Person undertakes to provide upon the request of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 10. On October 4, 2013, Surveyor entered into a two-year equity swap agreement with a dealer referencing 75,000 shares of CHMI Common Stock ("notional shares") at a price of $18.79973 per share ("applicable base price"). From time to time over the life of the swap, (i) Surveyor will be obligated to pay to the dealer any decrease in the market price of CHMI stock relative to the applicable base price multiplied by the notional shares, and (ii) the dealer will be obligated to pay to Surveyor any increase in the market price of CHMI stock relative to the applicable base price multiplied by the notional shares. In addition, Surveyor will pay to the dealer certain agreed upon periodic financing charges. The broker will pay to Surveyor the equivalent of any dividends paid to the beneficial owners of CHMI common stock during the term of the swap agreement. |
| Remarks: |
| Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. |
| /s/ John C. Nagel | 10/08/2013 | |
| ** 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. | ||
JOINT FILER INFORMATION
| Name: | Citadel Investment Group II, L.L.C. (now known as Citadel GP LLC) |
| Address: | 131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
CITADEL GP LLC
By: /s/ John C. Nagel
John C. Nagel, Authorized Signatory
JOINT FILER INFORMATION
| Name: | Citadel Global Equities Master Fund Ltd. |
| Address: | c/o Citadel GP LLC |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
CITADEL GLOBAL EQUITIES MASTER FUND LTD.
By: /s/ John C. Nagel
John C. Nagel, Authorized Signatory
JOINT FILER INFORMATION
| Name: | Surveyor Capital Ltd. |
| Address: | c/o Citadel GP LLC |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
SURVEYOR CAPITAL LTD.
By: /s/ John C. Nagel
John C. Nagel, Authorized Signatory
JOINT FILER INFORMATION
| Name: | Citadel Securities LLC |
| Address: | c/o Citadel GP LLC |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
CITADEL SECURITIES LLC
By: /s/ John C. Nagel
John C. Nagel, Authorized Signatory
JOINT FILER INFORMATION
| Name: | CALC III LP |
| Address: | c/o Citadel GP LLC |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
CALC III LP
By: /s/ John C. Nagel
John C. Nagel, Authorized Signatory
JOINT FILER INFORMATION
| Name: | Kenneth C. Griffin |
| Address: | c/o Citadel GP LLC |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
| Designated Filer: | Citadel GP LLC |
| Issuer and Ticker Symbol: | Cherry Hill Mortgage Investment Corp [CHMI] |
Date of Event
| Requiring Statement: | 10/04/2013 |
KENNETH C. GRIFFIN
By: /s/ John C. Nagel
John C. Nagel, attorney-in-fact*
* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.