Edgar Filing: Armour Residential REIT, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Zimmer Jeffrey J

2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ARR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Co-CEO, President & Secretary

(Last)

(First)

(Middle)

3001 OCEAN DRIVE, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2013

(Street)

VERO BEACH, FL 32963

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	07/02/2013		M		17,931 ⁽¹⁾	A	⁽¹⁾	84,789	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zimmer Jeffrey J 3001 OCEAN DRIVE SUITE 201 VERO BEACH, FL 32963	X		Co-CEO, President & Secretary

Signatures

/s/ Jeffrey J. Zimmer		07/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On July 2, 2013, the reporting person elected to redeem 2,338 shares out of 4,875 shares of vested phantom stock previously granted under ARMOUR Residential REIT, Inc.'s Amended and Restated 2009 Stock Incentive Plan (the "Incentive Plan") into 2,338 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 2,537 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 4,875 shares are part of, and relate to, phantom stock vesting over a 5-year period, which was reported on Form 4s filed by the reporting person on April 4, 2011 and April 3, 2012. In addition, on July 2, 2013, the reporting person elected to redeem 6,725 shares out of 13,450 shares of vested phantom stock into 6,725 shares of ARMOUR common stock. The reporting person also elected to redeem the remaining 6,725 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant.
Remarks: On July 2, 2013, the reporting person also elected to redeem 8,868 shares out of 26,504 shares of vested phantom stock into 8,868 shares of ARMOUR common stock. The person also elected to redeem the remaining 17,636 shares of vested phantom stock, but immediately forfeited those shares to pay income taxes on the vesting grant. The 26,504 shares are part of, and relate to, phantom stock vesting over a 5-year period, which was reported on a Form 4 filed by the reporting person on March 21, 2013. 75,104 shares of the aggregate phantom stock vesting over such 5-year period are subject to the stockholders of ARMOUR approving an amendment to the Incentive Plan to increase the number of shares available to be awarded under the Incentive Plan in an amount sufficient to cover the 75,104 shares (which may be adjusted to reflect future awards under the Incentive Plan, or any forfeitures). In the event that ARMOUR's stockholders do not approve such an amendment to the Incentive Plan before June 30, 2017, the 75,104 shares, consisting of the 26,500 phantom shares scheduled to vest on December 31, 2017, the 26,504 phantom shares scheduled to vest on September 30, 2017 and 22,100 of the phantom shares scheduled to vest on June 30, 2017, shall become null and void.

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