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EX-31.1 - EXHIBIT - MTGE Investment Corp.mtge3312014ex31110qa.htm
EX-32 - EXHIBIT - MTGE Investment Corp.mtge3312014ex3210qa.htm
EX-31.2 - EXHIBIT - MTGE Investment Corp.mtge3312014ex31210qa.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment #1)
 
Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2014

Commission file number 001-35260

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
 
Maryland
 
45-0907772
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center
14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)
 
(301) 968-9220
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter earlier period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Yes ý   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller Reporting Company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of May 1, 2014 was 51,142,063







EXPLANATORY NOTE

On May 9, 2014, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely to amend the signature page of the Original Filing to provide the conformed signature, which was inadvertently omitted from the Original Filing. The original signature page was fully executed on May 9, 2014 and was in our possession at the time of filing the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are also filing new certifications under Section 302(a) of the Sarbanes-Oxley Act of 2002, although there has been no change in these certifications, other than the date thereof, from those filed with the Original Filing.

Except as described above, this Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred subsequent to such original filing date, and does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the date of the Original Filing.






Item 6. Exhibits
Exhibit No. 
 
Description 
31.1
 
Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
 
 
31.2
 
Certification of CFO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
 
 
32
 
Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).







SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
American Capital Mortgage Investment Corp.
 
 
By:
 
/s/    MALON WILKUS 
 
 
Malon Wilkus
 
 
Chief Executive Officer
and Chair of the Board
 
Date: May 12, 2014