Ellington Financial Inc. — Director's Dealing 2021

Nov 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ellington Financial Inc. (EFC)
CIK: 0001411342
Period of Report: 2021-11-12

Reporting Person: Vranos Michael W (Co-Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-12	Common Stock	J	28453	—	Acquired	916713	Indirect
2021-11-12	Common Stock	J	8666	—	Disposed	908047	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-12	Common Units	$	J	17650	Disposed		Common Stock (17650.0)	Indirect
2021-11-12	LTIP Units	$	J	1363	Disposed		Common Stock (1363.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1889689	Indirect
Common Stock	38759	Indirect
Common Stock	177474	Indirect

Footnotes

F1: The shares of common stock ("Common Stock") of Ellington Financial Inc. (the "Company") were issued in connection with the third quarter 2021 incentive fee payable to Ellington Financial Management LLC ("EFM"), the Company's manager, pursuant to a management agreement between the Company and EFM, and the Company's 2017 Equity Incentive Plan.

F2: Of these 916,713 shares of Common Stock, 850,887 of them are owned directly by EMG Holdings, L.P. ("EMGH") and 65,826 of them are directly owned by EFM. VC Investments LLC ("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. Mr. Vranos and VC together share the power to direct the voting and disposition of shares of Common Stock held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of Common Stock. Each of Michael W. Vranos and VC disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.

F3: On November 12, 2021, these shares of Common Stock were transferred from the investment accounts of certain partners in EMGH to such partners' respective brokerage accounts. EMGH did not receive or pay any consideration in connection with the transfer of such shares of Common Stock.

F4: Of these 908,047 shares of Common Stock, 842,221 of them are owned directly by EMGH and 65,826 of them are directly owned by EFM. 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. Mr. Vranos and VC together share the power to direct the voting and disposition of shares of Common Stock held by EMGH and EFM, and may be regarded as the beneficial owners of the shares of Common Stock. Each of Michael W. Vranos and VC disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.

F5: Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.

F6: 38,759 shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.

F7: Shares of Common Stock are held in family trusts for the benefit of EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee.

F8: Represents a class of limited liability company interests ("Common Units") of Ellington Financial Operating Partnership LLC ("EFCOP"), the operating partnership of the Company. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.

F9: On November 12, 2021, these Common Units were transferred from the investment accounts of certain partners in EMGH to be held by such partners in their individual capacities. EMGH did not receive or pay any consideration in connection with the transfer of such Common Units.

F10: The remaining 28,521 Common Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of Common Units held by EMGH, and may be regarded as the beneficial owners of the Common Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any Common Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.

F11: Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into a Common Unit on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.

F12: On November 12, 2021, these OP LTIP Units were transferred from the investment account of a partner in EMGH to be held by such partner in his individual capacity. EMGH did not receive or pay any consideration in connection with the transfer of such OP LTIP Units.

F13: These OP LTIP Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of OP LTIP Units held by EMGH, and may be regarded as the beneficial owners of the OP LTIP Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any OP LTIP Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.