Ellington Credit Co — Director's Dealing 2016

Feb 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ellington Residential Mortgage REIT (EARN)
CIK: 0001560672
Period of Report: 2016-02-16

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Tactical Opportunities EARN Holdings L.L.C. (10% Owner)
Reporting Person: BTO EARN Manager L.L.C. (10% Owner)
Reporting Person: BTOA L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Common Stock	P	2140	$11.44	Acquired	2684237	Indirect
2016-02-17	Common Stock	P	2527	$11.70	Acquired	2686764	Indirect
2016-02-18	Common Stock	P	2938	$11.80	Acquired	2689702	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.28 to $11.56, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.65 to $11.81, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.71 to $11.88, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

F4: These shares represent common shares of beneficial interest, $0.01 par value per share ("Common Shares") of Ellington Residential Mortgage REIT (the "Issuer") that are directly held by Blackstone Tactical Opportunities EARN Holdings L.L.C. ("EARN Holdings").

F5: BTO EARN Manager L.L.C. is the managing member of EARN Holdings. BTOA L.L.C. is the sole member of BTO EARN Manager L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.

F6: The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the Common Shares held by EARN Holdings.

F7: Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by EARN Holdings directly or indirectly controlled by it or him, but each (other than EARN Holdings to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.