Edgar Filing: Zimmer Jeffrey J

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/Pres/Co-V Chairman

(Last)

(First)

(Middle)

3001 OCEAN DRIVE, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2013

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

03/31/2013

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

26,504 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

06/30/2013

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

53,008 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

09/30/2013

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

79,512 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

12/31/2013

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

106,016 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

03/31/2014

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

132,520 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

06/30/2014

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

159,024 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

09/30/2014

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

185,528 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

12/31/2014

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

212,032 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

03/31/2015

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

238,536 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

06/30/2015

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

265,040 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

09/30/2015

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

291,544 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

12/31/2015

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

318,048 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

03/31/2016

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

344,552 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

06/30/2016

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

371,056 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

09/30/2016

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

397,560 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

12/31/2016

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

424,064 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

03/31/2017

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

450,568 ⁽¹⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

06/30/2017

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

477,072 ⁽¹⁾ ⁽⁵⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

09/30/2017

26,504

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,504

⁽⁴⁾

503,576 ⁽¹⁾ ⁽⁵⁾

Phantom Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

12/31/2017

26,500

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

26,500

⁽⁴⁾

530,076 ⁽¹⁾ ⁽⁵⁾

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/Pres/Co-V Chairman

Signatures

/s/ Jeffrey J. Zimmer		03/20/2013
^**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)	The reporting person was granted an aggregate of 530,076 shares of phantom stock under ARMOUR Residential REIT, Inc.'s Amended and Restated 2009 Stock Incentive Plan (the "Incentive Plan") pursuant to a vesting schedule described below. 26,504 shares of the reporting person's phantom stock will vest on March 31, 2013 with an additional 26,504 shares of phantom stock vesting on the last day of each fiscal quarter until September 30, 2017. On December 31, 2017, 26,500 shares will vest, at which time all phantom stock will be vested. The reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days of vesting.
(2)	Upon termination of the reporting person's service with ARMOUR Residential Management LLC ("ARRM"), ARMOUR's manager, or the termination of the Management Agreement between ARMOUR and ARRM, all phantom shares which have not vested prior to or concurrently with such termination will be forfeited by the reporting person; provided, however, that the phantom shares will vest if the termination is due to death, disability, termination without cause, or retirement after age 62. The phantom shares will automatically vest upon a change in control of ARMOUR.
(3)	The reporting person also has the right to elect to receive the amount of cash necessary to pay any income taxes instead of some of the shares of ARMOUR common stock. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock.
(4)	Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
(5)	75,104 of the 530,076 phantom shares granted to the reporting person are subject to the approval by ARMOUR's stockholders of an amendment to the Incentive Plan increasing the number of shares available to be awarded under the Incentive Plan from 2,000,000 shares to 3.0% of ARMOUR's issued and outstanding shares of common stock (on a fully-diluted basis) at the time of each award thereunder (the "Incentive Plan Amendment"). In the event that ARMOUR's stockholders do not approve the Incentive Plan Amendment by June 30, 2014, 75,104 of the phantom shares, consisting of 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 (collectively, the "Contingent Phantom Shares"), shall become null and void.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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