SEC Form SC 13D/A filed by AG Mortgage Investment Trust Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AG Mortgage Investment Trust, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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001228105
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(CUSIP Number)
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Shawn Wells
President and General Counsel
Hill Country Asset Management L.P.
165 Hargraves Drive
Building S, Suite S-280
Austin, TX 78737
(512) 664-0823
With a copy to:
Russell Leaf
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
August 24, 2022
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 001228105
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hill Country Asset Management, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
1,704,078 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
1,704,078 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,078 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (1) |
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14
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP No. 001228105
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hill Country Special Opportunities Master Fund, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
1,704,078 |
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8
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SHARED VOTING POWER
0 |
|||
9
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SOLE DISPOSITIVE POWER
1,704,078 |
|||
10
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SHARED DISPOSITIVE POWER
0 |
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,078 |
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (1) |
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14
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TYPE OF REPORTING PERSON
FI, PN
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CUSIP No. 001228105
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Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew W. Olson |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
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SHARED VOTING POWER
1,704,078 |
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9
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SOLE DISPOSITIVE POWER
0 |
|||
10
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SHARED DISPOSITIVE POWER
1,704,078 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,078 |
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (1) |
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14
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TYPE OF REPORTING PERSON
HC, IN
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CUSIP No. 001228105
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Page 5 of 8 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven L. Kuhn |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
1,704,078 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
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SHARED DISPOSITIVE POWER
1,704,078 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,078 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (1) |
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14
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TYPE OF REPORTING PERSON
HC, IN
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(a) |
As of the date of this Amendment No. 1, the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,704,078 Shares representing approximately 7.57% of
the outstanding Shares, based upon the 22,502,073 Shares outstanding as of August 1, 2022, as reported in the 10-Q.
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(b) |
All of the Shares which the Reporting Persons may be deemed to beneficially own are held directly by Master Fund. Hill Country, as the investment advisor to Master
Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,704,078 Shares held directly by Master Fund. By virtue of his positions as the Chief Executive
Officer and member of Hill Country, Mr. Olson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,704,078 Shares held directly by Master Fund. By virtue of
his positions as the Chief Investment Officer and member of Hill Country, Mr. Kuhn may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,704,078 Shares held
directly by Master Fund.
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(c) |
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any
transactions effected through 4:00 p.m., New York City time, on August 24, 2022. All such transactions were sales of Shares effected in multiple transactions in the open market. The price reported in the Price Per Share column is a weighted
average price. The Reporting Persons undertake to provide upon request by the staff of the SEC the full information regarding the number of Shares sold at each separate price.
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share ($)
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Price Range ($)
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Master Fund
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8/15/2022
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14,166
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$7.4938
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$7.45 – $7.525
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Master Fund
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8/16/2022
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125,000
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$7.3026
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$7.24 – $7.345
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Master Fund
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8/18/2022
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50,000
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$7.12
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$7.12 – $7.13
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Master Fund
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8/22/2022
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15,000
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$6.8083
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$6.80 – $6.86
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Master Fund
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8/23/2022
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100,000
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$6.8006
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$6.80 – $6.84
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Master Fund
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8/24/2022
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50,000
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$6.80
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$6.80 – $6.80
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Name: Shawn Wells
Title: President and General Counsel
Name: Shawn Wells
Title: President and General Counsel
By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
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Title: |
Attorney-in-Fact
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By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
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Title: |
Attorney-in-Fact
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