Form 4 for ORC Orchid Island Capital, Inc.
Accepted 2022-09-29 00:00:00 ET · period of report 2022-09-27 · accession 0001518621-22-000101 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-09-29 | 2022-09-27 | ORC | Cauley Robert E | CEO, Dir | F - Tax | $10.22 | -150 | 42.6K | -0.4% | -$1,533 |
| D | 2022-09-29 | 2022-09-27 | ORC | Cauley Robert E | CEO, Dir | M - OptEx | $0.00 | +1,065 | 42.8K | +3% | $0 |
| D | 2022-09-29 | 2022-09-27 | ORC | Cauley Robert E | CEO, Dir | M - OptEx | $0.00 | -1,066 | 20.6K | -5% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-09-27 | F | D | 150 | $10.22 | 42,634 | D | — | — | (F3) The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of shares. (F2) The price represents the closing price of the Company's common stock on September 23, 2022. |
| 2 | Common | Common Stock | 2022-09-27 | M | A | 1,065 | $0.00 | 42,784 | D | — | — | (F1) These shares represent 1,065 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 22, 2021 pursuant to the Issuer's 2012 Long Term Incentive Compensation Plan and 2020 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on September 23, 2022. (F4) The number of shares of common stock reflects the one-for-five reverse stock split, effective as of August 30, 2022. |
| 3 | Derivative | Performance Units | 2022-09-27 | M | D | 1,065.99 | $0.00 | 20,612 | D | — · — to — | 1,065.99 Common Stock | (F5) The number of shares of common stock issuable upon the vesting of the remaining outstanding Performance Units was reduced as a result of the book value impairment event that occurred pursuant to the Company's Long Term Incentive Compensation Plans (the "Plans"). A book value impairment event occurs if the Company's book value per share declines by more than 15% during the quarter ended March 31, 2022 and the Company's book value per share decline from January 1, 2022 to June 30, 2022 was more than 10%. The Plans provide that if such a book value impairment event occurs, then the number of outstanding performance units that are outstanding as of the last day of such two quarter period shall be reduced by 15%. (F1) These shares represent 1,065 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 22, 2021 pursuant to the Issuer's 2012 Long Term Incentive Compensation Plan and 2020 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on September 23, 2022. |