SEC Form SC 13D/A filed by AG Mortgage Investment Trust Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 001228105

Page 2 of 8 Pages

(1) Based on the 22,502,073 shares of Common Stock, $0.01 par value per share of AG Mortgage Investment Trust, Inc. (the “Issuer”) outstanding as of August 1, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the U.S. Securities and Exchange Commission on August 5, 2022.

CUSIP No. 001228105

Page 3 of 8 Pages

(1) Based on the 22,502,073 shares of Common Stock, $0.01 par value per share of AG Mortgage Investment Trust, Inc. (the “Issuer”) outstanding as of August 1, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the U.S. Securities and Exchange Commission on August 5, 2022.

CUSIP No. 001228105

Page 4 of 8 Pages

(1) Based on the 22,502,073 shares of Common Stock, $0.01 par value per share of AG Mortgage Investment Trust, Inc. (the “Issuer”) outstanding as of August 1, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the U.S. Securities and Exchange Commission on August 5, 2022.

CUSIP No. 001228105

Page 5 of 8 Pages

(1) Based on the 22,502,073 shares of Common Stock, $0.01 par value per share of AG Mortgage Investment Trust, Inc. (the “Issuer”) outstanding as of August 1, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the U.S. Securities and Exchange Commission on August 5, 2022.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the shares of Common Stock, $0.01 par value per share (the “Common Stock”) of AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Issuer”) to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2022 (as amended by this Amendment No. 1, the “Schedule 13D”).  This Amendment No. 1 is being filed to reflect changes in the number of issued and outstanding shares of Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the SEC on August 5, 2022 (the “10-Q”), and changes in the number of shares of Common Stock beneficially owned by the Reporting Persons.  The shares of Common Stock of the Issuer are collectively referred to in this Schedule 13D as the “Shares”.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule 13D.  This Amendment No. 1 is being filed by Hill Country Asset Management L.P., a Delaware limited partnership (“Hill Country”), Hill Country Special Opportunities Master Fund, LP, a Cayman Islands limited partnership (the “Master Fund”), Andrew W. Olson, a citizen of the United States of America (“Mr. Olson”), and Steven L. Kuhn, a citizen of the United States of America (“Mr. Kuhn”, and together with Hill Country, Master Fund and Mr. Olson, the “Reporting Persons”).

Hill Country’s principal business is serving as investment advisor to Master Fund and other funds and private investment vehicles affiliated with the Reporting Persons (collectively, the “Funds”).  The principal business of Master Fund is making investments.  Mr. Olson’s principal occupation is serving as the Chief Executive Officer of Hill Country.  Mr. Kuhn’s principal occupation is serving as the Chief Investment Officer of Hill Country.

This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5 and Item 6 of the Schedule 13D as follows:

Item 3.  Source or Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following:

The information contained in Item 5 of this Amendment No. 1 is incorporated by reference herein, as applicable.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons will continue to review their investment on an ongoing basis and reserve the right to, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; and (iii) engage in any hedging or similar transactions with respect to the Securities.

Item 5.  Interest in Securities of the Issuer.

The information contained in Item 3 of this Amendment No. 1 is incorporated by reference herein, as applicable.  Item 5 of the Schedule 13D is hereby amended to reflect the following:

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

The information contained in Items 3, 4 and 5 of this Amendment No. 1 is incorporated by reference herein, as applicable.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement, dated April 12, 2022, by and among the Reporting Persons, was previously filed with the SEC on April 12, 2022 as Exhibit 1 to the Schedule 13D and is incorporated herein by reference.

Exhibit 2 – Power of Attorney granted by Andrew W. Olson and Steven L. Kuhn in favor of Shawn T. Wells, dated January 31, 2022, was previously filed with the SEC on January 31, 2021 as Exhibit 99.2 to the Schedule 13G filed by Hill Country Asset Management, LP, Hill Country Special Opportunities Master Fund, LP, Andrew W. Olson and Steven L. Kuhn with respect to AG Mortgage Investment Trust, Inc. and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 24, 2022

HILL COUNTRY ASSET MANAGEMENT, LP

By: Hill Country Asset Management, LLC, its general partner

By:         /s/ Shawn Wells _______________________
 Name: Shawn Wells
          Title:   President and General Counsel

HILL COUNTRY SPECIAL OPPORTUNITIES MASTER FUND, LP

By: Hill Country Special Opportunities Fund GP, LLC, its general partner

By:        /s/ Shawn Wells _______________________
 Name: Shawn Wells
 Title:    President and General Counsel

ANDREW W. OLSON

STEVEN L. KUHN