Ellington Financial Inc. — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ellington Financial LLC (EFC)
CIK: 0001411342
Period of Report: 2012-12-18

Reporting Person: Vranos Michael W (Director, Co-Chief Investment Officer, 10% Owner)
Reporting Person: VC INVESTMENTS LLC (10% Owner)
Reporting Person: EMG Holdings, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-18	Common shares	S	212000	$22.00	Disposed	2203298	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common shares	14294	Direct

Footnotes

F1: The shares were beneficially owned directly by EMG Holdings, L.P. ("EMGH") and sold in a block trade in connection with a transaction described in further detail on a Form 8-K dated December 18, 2012 filed by Ellington Financial LLC (the "Company"). In connection with this transaction, EMGH intends to purchase an equal amount of operating units (at the same price at which the block sale was consummated) in a new subsidiary operating partnership of the Company (which operating units will be convertible on a one-for-one basis into Company common shares), thus changing only the form of beneficial ownership by Michael W. Vranos, VC Investments LLC ("VC") and EMGH from non-derivative security to derivative security. All proceeds from the sale are being contributed to the Company's operating partnership in connection with the transaction described above.

F2: None of the pecuniary interests, to the extent any such interests exist, of the ultimate beneficial owners of common shares increased or decreased as a result of the transaction.

F3: The shares are beneficially owned indirectly by each of Michael W. Vranos and VC. Of the 2,203,298 shares indirectly beneficially owned by each of Michael W. Vranos and VC, 2,150,091 common shares are owned directly by EMGH and 53,207 common shares are directly owned by Ellington Financial Management LLC ("EFM"), the Company's manager. VC is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of these common shares, and may be regarded as the beneficial owners of these common shares. Each of Michael W. Vranos and VC disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.

F4: Represents common shares owned directly by Michael W. Vranos.