DYNEX CAPITAL INC — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYNEX CAPITAL INC (DX)
CIK: 0000826675
Period of Report: 2012-08-28

Reporting Person: BENEDETTI STEPHEN J (EVP, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-28	Common Stock	M	25000	$6.61	Acquired	145337.89	Direct
2012-08-28	Common Stock	D	25000	$10.40	Disposed	120337.89	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-28	Stock Appreciation Rights	$6.61	M	25000	Disposed	2012-12-31	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23488.5722	Indirect

Footnotes

F1: Deemed sale of common stock to the company in connection with exercise of cash-settled stock appreciation rights.

F2: Includes 1,883.3717 shares acquired under the Dynex Capital, Inc. 401(k) Plan since the last report.

F3: The stock appreciation rights were granted under the company's 2004 Stock Incentive Plan and vested in equal installments on January 12, 2007, 2008, 2009, and 2010.