MTGE / American Capital Mortgage Investment Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

American Capital Mortgage Investment Corp.
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1516973
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to American Capital Mortgage Investment Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 17, 2018 15-12B

MTGE / American Capital Mortgage Investment Corp. FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant as specifi

September 7, 2018 S-8 POS

MTGE / American Capital Mortgage Investment Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 7, 2018 Registration No.

September 7, 2018 EX-3.1

Articles of Incorporation of Mountain Merger Sub Corporation.

EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF MOUNTAIN MERGER SUB CORPORATION ARTICLE I INCORPORATION The undersigned, Stanley E. Richards, Jr., whose address is 51 West 52nd Street, New York, New York, 10019, being over eighteen (18) years of age, acting as incorporator, does hereby form a corporation, under and by virtue of the general laws of the state of Maryland. ARTICLE II NAME The name of

September 7, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2018 MTGE Investment Corp.

September 7, 2018 EX-3.2

Bylaws of Mountain Merger Sub Corporation.

EX-3.2 Exhibit 3.2 BYLAWS OF MOUNTAIN MERGER SUB CORPORATION Incorporated under the Laws of the State of Maryland ARTICLE I OFFICES Section 1. Registered Office. The principal office of Mountain Merger Sub Corporation (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board” or “Board of Directors”) may designate. Section

September 7, 2018 EX-3.2

Bylaws of Mountain Merger Sub Corporation.

EX-3.2 Exhibit 3.2 BYLAWS OF MOUNTAIN MERGER SUB CORPORATION Incorporated under the Laws of the State of Maryland ARTICLE I OFFICES Section 1. Registered Office. The principal office of Mountain Merger Sub Corporation (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board” or “Board of Directors”) may designate. Section

September 7, 2018 EX-3.1

Articles of Incorporation of Mountain Merger Sub Corporation.

EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF MOUNTAIN MERGER SUB CORPORATION ARTICLE I INCORPORATION The undersigned, Stanley E. Richards, Jr., whose address is 51 West 52nd Street, New York, New York, 10019, being over eighteen (18) years of age, acting as incorporator, does hereby form a corporation, under and by virtue of the general laws of the state of Maryland. ARTICLE II NAME The name of

September 7, 2018 425

MTGE / American Capital Mortgage Investment Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2018 MTGE Investment Corp.

September 7, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

September 7, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 9 TO SCHEDULE TO-T

Amendment No. 9 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 9 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons)

September 7, 2018 425

NLY / Annaly Capital Management, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 7, 2018 Annaly Capital Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 (State or Other Jurisdiction Of Incorporat

September 7, 2018 EX-99.1

2

EX-99.1 2 d616678dex991.htm EX-99.1 Exhibit 99.1 Annaly Capital Management, Inc. Completes Exchange Offer for MTGE Investment Corp. Common Stock and Completes Second-Step Merger NEW YORK, NEW YORK — September 7, 2018 — Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly”), announced today that it has completed the previously announced exchange offer for all of the outstanding shares of common sto

August 28, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

August 28, 2018 425

MTGE / American Capital Mortgage Investment Corp. 425 (Prospectus)

425 Filed by MTGE Investment Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: MTGE Investment Corp. File No.: 001-35260 MTGE Investment Corp. Declares Short Period Dividend on Shares of Common Stock in connection with the Acquisition by Annaly Capital Management, Inc. and Announces Termination of its Dividend Reinvestment and Direct Stock Purchase Plan BETHESDA, Md., Au

August 24, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 8 TO SCHEDULE TO-T

Amendment No. 8 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 8 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons)

August 24, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

August 21, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 7 TO SCHEDULE TO-T

SC TO-T/A 1 d605767dsctota.htm AMENDMENT NO. 7 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 7 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offe

August 21, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 Annaly Capital Management, Inc. Announces Receipt of Regulatory Approvals for its Acquisition of MTGE Investment Corp. Annaly Capital Management, Inc.

August 21, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

August 21, 2018 425

MTGE / American Capital Mortgage Investment Corp. 425 (Prospectus)

425 Filed by MTGE Investment Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: MTGE Investment Corp. File No.: 001-35260 MTGE Investment Corp. Announces Record Date and Other Information Regarding a Short Period Dividend Expected to be Declared on Shares of Common Stock in Connection with Acquisition by Annaly Capital Management, Inc. BETHESDA, Md., August 21, 2018 /PRNe

August 20, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

August 20, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 6 TO SCHEDULE TO-T

Amendment No. 6 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 6 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons)

August 20, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp. NEW YORK, NEW YORK – August 20, 2018 – Annaly Capital Managemen

August 3, 2018 10-Q

MTGE / American Capital Mortgage Investment Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ 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 June 30, 2018 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant as specifie

August 2, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 On August 2, 2018, Annaly Capital Management, Inc. (“Annaly”) hosted a conference call to provide supplemental information regarding Annaly’s pending a

July 17, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

July 17, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 5 TO SCHEDULE TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 5 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (T

July 17, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp. NEW YORK, NEW YORK – July 17, 2018 – Annaly Capital Management,

June 15, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9/A

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

June 15, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. AMENDMENT NO. 4 TO SCHEDULE TO-T

Amendment No. 4 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 4 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons)

June 15, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp. NEW YORK, NEW YORK – June 15, 2018 – Annaly Capital Management,

June 6, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

June 6, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. SC TO-T/A

SC TO-T/A 1 d576819dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 3 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing

June 6, 2018 EX-99.(A)(5)(H)

Case 8:18-cv-01576-PJM Document 1 Filed 05/31/18 Page 1 of 20 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND GARY MEYER, Individually and on Behalf of All Others Similarly Situated, Case No.: 46 Haven Street Reading, MA 01867 Plaintiff, CL

EX-99.(a)(5)(H) Exhibit (a)(5)(H) Case 8:18-cv-01576-PJM Document 1 Filed 05/31/18 Page 1 of 20 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND GARY MEYER, Individually and on Behalf of All Others Similarly Situated, Case No.: 46 Haven Street Reading, MA 01867 Plaintiff, CLASS ACTION v. COMPLAINT FOR VIOLATION OF THE MTGE INVESTMENT CORP. SECURITIES EXCHANGE ACT OF 1934 12th Floor Two Be

May 31, 2018 SC 14D9/A

MTGE / American Capital Mortgage Investment Corp. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

May 31, 2018 EX-99.(A)(5)(G)

Case 8:18-cv-01563-PJM Document 1 Filed 05/30/18 Page 1 of 18 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND ANTHONY FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) Sewell, NJ ) ) Plaintiff, ) Case No. ) v.

EX-99.(A)(5)(G) Exhibit (A)(5)(G) Case 8:18-cv-01563-PJM Document 1 Filed 05/30/18 Page 1 of 18 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND ANTHONY FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) Sewell, NJ ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) MTGE INVESTMENT CORP. ) CLASS ACTION 12th Floor ) Two Bethesda Metro Center ) Bethesda, MD

May 31, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. SC TO-T/A

SC TO-T/A 1 d576819dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 2 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing

May 31, 2018 EX-99.(A)(5)(F)

Case 8:18-cv-01528-DKC Document 1 Filed 05/25/18 Page 1 of 20 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND X GIAMPAOLO DELL’ACQUA, Individually ) and on Behalf of All Others Similarly Situated, ) ) Tunis, Tunisia ) ) Civil Action No. Plaintiff,

EX-99.(A)(5)(F) Exhibit (a)(5)(F) Case 8:18-cv-01528-DKC Document 1 Filed 05/25/18 Page 1 of 20 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND X GIAMPAOLO DELL’ACQUA, Individually ) and on Behalf of All Others Similarly Situated, ) ) Tunis, Tunisia ) ) Civil Action No. Plaintiff, ) v. ) CLASS ACTION COMPLAINT ) FOR VIOLATIONS OF MTGE INVESTMENT CORP. ) SECTIONS 14(e) AND 20(a) OF 12th Floor ) T

May 31, 2018 EX-99.(A)(5)(E)

Case 8:18-cv-01514-GJH Document 1 Filed 05/25/18 Page 1 of 21 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND Case No.: JEROEN VAN POECK, Loofblommestraat 41 COMPLAINT 9051 Gent, Belgium DEMAND FOR JURY TRIAL Plaintiff, v. MTGE INVESTMENT C

EX-99.(a)(5)(E) Exhibit (a)(5)(E) Case 8:18-cv-01514-GJH Document 1 Filed 05/25/18 Page 1 of 21 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND Case No.: JEROEN VAN POECK, Loofblommestraat 41 COMPLAINT 9051 Gent, Belgium DEMAND FOR JURY TRIAL Plaintiff, v. MTGE INVESTMENT CORP. 12th Floor Two Bethesda Metro Center Bethesda, MD 20814 Montgomery County, MD RANDY E. DOBBS 12th Floor Two Bet

May 23, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Registration No.: 333-224968 On May 23, 2018, Annaly Capital Management, Inc. (“Annaly”) held its 2018 Annual Meeting of Stockholders, at which it made the following presentation p

May 23, 2018 SC TO-T/A

NLY / Annaly Capital Management, Inc. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 1 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PA

May 16, 2018 SC 14D9

MTGE / American Capital Mortgage Investment Corp. SCHEDULE 14D9

Schedule 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MTGE INVESTMENT CORP.

May 16, 2018 SC TO-T

NLY / Annaly Capital Management, Inc. SC TO-T

SC TO-T 1 d585857dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MTGE INVESTMENT CORP. (Names of Subject Company) MOUNTAIN MERGER SUB CORPORATION (Offeror) ANNALY CAPITAL MANAGEMENT, INC. (Parent of Offeror) (Names of Filing Pe

May 16, 2018 EX-99.(A)(5)(C)

A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to b

EX-99.(a)(5)(C) Exhibit (a)(5)(C) A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy such securities be accepted prior to the time the registration statement becomes effective. This announcement is

May 10, 2018 EX-3.2

MTGE Investment Corp. Amended and Restated Bylaws, effective May 2, 2018, filed herewith.

Exhibit 3.2 MTGE INVESTMENT CORP. AMENDED AND RESTATED BYLAWS (as amended) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Boa

May 10, 2018 10-Q

MTGE / American Capital Mortgage Investment Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ 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, 2018 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant as specifi

May 3, 2018 425

NLY / Annaly Capital Management, Inc. 425 (Prospectus)

425 Filed by Annaly Capital Management, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934 Subject Company: MTGE Investment Corp. Commission File No.: 001-35260 On May 3, 2018, Annaly Capital Management, Inc. (“Annaly”) hosted a conference call to provide supplemental information regarding Annaly’s pending ac

May 3, 2018 EX-3.1

First Amendment to the Amended and Restated Bylaws

EX-3.1 Exhibit 3.1 Amendment to the Amended and Restated Bylaws of MTGE Investment Corp. Effective as of May 2, 2018 The Bylaws of MTGE Investment Corp. are hereby amended by adding a new Article XV as follows: ARTICLE XV EXCLUSIVE FORUM FOR CERTAIN LITIGATION Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if

May 3, 2018 EX-10.1

Amendment to Management Agreement, dated as of May 2, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by MTGE on May 3, 2018).

EX-10.1 Exhibit 10.1 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 2 day of May, 2018 by and between MTGE Investment Corp., a Maryland corporation (the “Company”), MTGE TRS, LLC, a Delaware limited liability company and a subsidiary of the Company (“MTGE TRS”), MTGE Management, LLC, a Delaware limited liability compa

May 3, 2018 EX-2.1

Agreement and Plan of Merger, by and among Annaly Capital Management, Inc., Mountain Merger Sub Corporation and MTGE Investment Corp., dated as of May 2, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MTGE on May 2, 2018).

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG ANNALY CAPITAL MANAGEMENT, INC. MOUNTAIN MERGER SUB CORPORATION AND MTGE INVESTMENT CORP. DATED AS OF MAY 2, 2018 Table of Contents Page ARTICLE I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 9 ARTICLE II THE MERGER 11 2.1 The Merger; Effects of the Merger 11 2.2 The Closing 11 2.3 Effective Time 12 2.4 Governing Documents 12 2.5 Dire

May 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d555137d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2018 MTGE Investment Corp. (Exact name of registrant specified in its charter) Maryland 001-35260 45-0907772 (State or Other Jurisdiction Of Incorp

May 3, 2018 EX-10.1

Amendment to Management Agreement, dated as of May 2, 2018

EX-10.1 Exhibit 10.1 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 2 day of May, 2018 by and between MTGE Investment Corp., a Maryland corporation (the “Company”), MTGE TRS, LLC, a Delaware limited liability company and a subsidiary of the Company (“MTGE TRS”), MTGE Management, LLC, a Delaware limited liability compa

May 3, 2018 EX-3.1

First Amendment to the Amended and Restated Bylaws

EX-3.1 Exhibit 3.1 Amendment to the Amended and Restated Bylaws of MTGE Investment Corp. Effective as of May 2, 2018 The Bylaws of MTGE Investment Corp. are hereby amended by adding a new Article XV as follows: ARTICLE XV EXCLUSIVE FORUM FOR CERTAIN LITIGATION Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if

May 3, 2018 425

MTGE / American Capital Mortgage Investment Corp. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2018 MTGE Investment Corp. (Exact name of registrant specified in its charter) Maryland 001-35260 45-0907772 (State or Other Jurisdiction Of Incorporation) (Commission

May 3, 2018 EX-2.1

Agreement and Plan of Merger, by and among Annaly, Mountain Merger Sub Corporation and MTGE Investment Corp., dated as of May 2, 2018*

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG ANNALY CAPITAL MANAGEMENT, INC. MOUNTAIN MERGER SUB CORPORATION AND MTGE INVESTMENT CORP. DATED AS OF MAY 2, 2018 Table of Contents Page ARTICLE I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 9 ARTICLE II THE MERGER 11 2.1 The Merger; Effects of the Merger 11 2.2 The Closing 11 2.3 Effective Time 12 2.4 Governing Documents 12 2.5 Dire

May 3, 2018 425

NLY / Annaly Capital Management, Inc. 8-K (Prospectus)

425 1 d572718d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 3, 2018 (May 2, 2018) Annaly Capital Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 State or Other Jur

May 3, 2018 EX-2.1

Agreement and Plan of Merger, by and among Annaly Capital Management, Inc., Mountain Merger Sub Corporation and MTGE Investment Corp., dated as of May 2, 2018*

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG ANNALY CAPITAL MANAGEMENT, INC. MOUNTAIN MERGER SUB CORPORATION AND MTGE INVESTMENT CORP. DATED AS OF MAY 2, 2018 Table of Contents Page ARTICLE I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 9 ARTICLE II THE MERGER 11 2.1 The Merger; Effects of the Merger 11 2.2 The Closing 11 2.3 Effective Time 12 2.4 Governing Documents 12 2.5 Dire

May 2, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2018 MTGE Investment Corp. (Exact name of registrant specified in its charter) Maryland 001-35260 45-0907772 (State or Other Jurisdiction Of Incorporation) (Commission

May 2, 2018 EX-99.1

Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million

EX-99.1 Exhibit 99.1 Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million • Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies • Enhances the Scale and Diversification of Annaly’s Unrivaled Investment Platform • Accretive to Annaly’s Core Earnings Per Share of Common Stock and Aligns with Annaly’s Current Risk Profile and Capital Allocation

May 2, 2018 EX-99.1

Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million

EX-99.1 Exhibit 99.1 Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million • Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies • Enhances the Scale and Diversification of Annaly’s Unrivaled Investment Platform • Accretive to Annaly’s Core Earnings Per Share of Common Stock and Aligns with Annaly’s Current Risk Profile and Capital Allocation

May 2, 2018 425

MTGE / American Capital Mortgage Investment Corp. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2018 MTGE Investment Corp. (Exact name of registrant specified in its charter) Maryland 001-35260 45-0907772 (State or Other Jurisdiction Of Incorporation) (Commission

May 2, 2018 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE May 2, 2018 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS Bethesda, MD - May 2, 2018 - MTGE Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today announced financial results for the quarter ended March 31, 2018. FIRST QUARTER 2018 FINANCIAL HIGHLIGHTS • $(0.49) net loss pe

May 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission File

May 2, 2018 EX-99.2

Safe Harbor Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or ot

EX-99.2 Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. May 2, 2018 Exhibit 99.2 Safe Harbor Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, s

May 2, 2018 425

NLY / Annaly Capital Management, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2018 Annaly Capital Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 State or Other Jurisdiction Of Incorporation) (C

May 2, 2018 EX-99.1

Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million

EX-99.1 Exhibit 99.1 Annaly Capital Management, Inc. to Acquire MTGE Investment Corp. for $900 million • Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies • Enhances the Scale and Diversification of Annaly’s Unrivaled Investment Platform • Accretive to Annaly’s Core Earnings Per Share of Common Stock and Aligns with Annaly’s Current Risk Profile and Capital Allocation

May 2, 2018 8-K

Submission of Matters to a Vote of Security Holders

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 (May 1, 2018) MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission

April 12, 2018 CORRESP

MTGE / American Capital Mortgage Investment Corp. CORRESP

VIA EDGAR AND EMAIL Mr. Kevin Woody, Branch Chief Office of Real Estate and Commodities U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: MTGE Investment Corp. Form 10-K for the year ended December 31, 2017 Filed February 27, 2018 Form 8-K filed February 5, 2018 File No. 001-35260 Dear Mr. Woody: On behalf of MTGE Investment Corp.

March 22, 2018 DEF 14A

MTGE / American Capital Mortgage Investment Corp. DEF 14A

DEF 14A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C

February 27, 2018 EX-10.3

Form of Amended and Restated Equity Incentive Plan Restricted Stock Agreement for independent directors, filed herewith.

Exhibit 10.3 MTGE INVESTMENT CORP. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) is executed and delivered as of [] (the “Grant Date”) by and between MTGE Investment Corp., a Maryland corporation (the “Company”), and [], a director of the Company (the “Grantee”). Capitalized terms used but not defined herein shall

February 27, 2018 10-K

MTGE / American Capital Mortgage Investment Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL 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 year ended December 31, 2017 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant as specified in its ch

February 27, 2018 EX-24

Powers of Attorney of directors and officers, filed herewith.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of MTGE Investment Corp.

February 27, 2018 EX-12.1

Calculation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends, filed herewith.

Exhibit 12.1 Calculation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends The following table sets forth the calculation of our ratios of earnings to fixed charges and our ratios of earnings to combined fixed charges and preferred stock dividends for each of the periods indicated (dollars in thousands): For the Year Ended December 31, 2017

February 22, 2018 SC 13D

CLI / Mack-Cali Realty Corp. / Agnc Investment Corp. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MTGE Investment Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 55378A105 (CUSIP Number) Kenneth L. Pollack Senior Vice President, General Counsel, Chief Compliance Officer and Secretary AGNC Investment Corp. 2 Bethesda Metro C

February 13, 2018 SC 13G/A

CLI / Mack-Cali Realty Corp. / VANGUARD GROUP INC Passive Investment

mtgeinvestmentcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: MTGE Investment Corp Title of Class of Securities: REIT CUSIP Number: 55378A105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d

February 12, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2018 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission

February 9, 2018 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / CITIGROUP INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* MTGE Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 55378A-10-5 (CUSIP Number) December 31, 2017 (Date of Event Which Requi

February 9, 2018 EX-99.1

EXHIBIT 1

EXHIBIT 1 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED SECURITIES Citigroup Global Markets, Inc.

February 5, 2018 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2017 FINANCIAL RESULTS

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE February 5, 2018 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2017 FINANCIAL RESULTS Bethesda, MD - February 5, 2018 - MTGE Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today announced financial results for the quarter ended December 31, 2017 . FOURTH QUARTER 2017 FINANCIAL HIGHLIGH

February 5, 2018 8-K

MTGE / American Capital Mortgage Investment Corp. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2018 _ MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation)

December 18, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission

December 18, 2017 EX-99.1

MTGE Investment Corp. Announces Executive Management Promotions

Exhibit Ex 99.1 FOR IMMEDIATE RELEASE December 18, 2017 CONTACT: Investor Relations - (301) 968-9220 MTGE Investment Corp. Announces Executive Management Promotions Bethesda, MD ? December 18, 2017 ? MTGE Investment Corp. ("MTGE" or the "Company") (Nasdaq: MTGE) announced today two promotions within its senior executive management team, effective March 31, 2018. Peter J. Federico, who currently se

November 7, 2017 10-Q

MTGE / American Capital Mortgage Investment Corp. 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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 September 30, 2017 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registra

October 30, 2017 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE October 30, 2017 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS Bethesda, MD - October 30, 2017 - MTGE Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today announced financial results for the quarter ended September 30, 2017 . THIRD QUARTER 2017 FINANCIAL HIGHLIGHT

October 30, 2017 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Co

August 7, 2017 10-Q

American Capital Mortgage Investment 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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 June 30, 2017 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant as

August 2, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Comm

August 2, 2017 EX-1.2

Sales Agreement between MTGE Investment Corp. and Wells Fargo Securities, LLC, dated August 2, 2017, incorporated herein by reference to Exhibit 1.2 of Form 8-K (File No. 001-35260), filed August 2, 2017.

Exhibit Exhibit 1.2 MTGE INVESTMENT CORP. SHARES OF COMMON STOCK ($0.01 PAR VALUE PER SHARE) SALES AGREEMENT August 2, 2017 Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 Ladies and Gentlemen: MTGE Investment Corp., a Maryland corporation (the ? Company ?), and MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the ? Manager ?), confirm the

August 2, 2017 EX-1.1

Sales Agreement between MTGE Investment Corp. and Cantor Fitzgerald & Co., dated August 2, 2017, incorporated herein by reference to Exhibit 1.1 of Form 8-K (File No. 001-35260), filed August 2, 2017.

Exhibit Exhibit 1.1 MTGE INVESTMENT CORP. SHARES OF COMMON STOCK ($0.01 PAR VALUE PER SHARE) SALES AGREEMENT August 2, 2017 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Ladies and Gentlemen: MTGE Investment Corp., a Maryland corporation (the ? Company ?), and MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the ? Manager ?), confirm their a

August 2, 2017 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES SECOND QUARTER 2017 FINANCIAL RESULTS

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE August 2, 2017 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES SECOND QUARTER 2017 FINANCIAL RESULTS Bethesda, MD - August 2, 2017 - MTGE Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today announced financial results for the quarter ended June 30, 2017 . SECOND QUARTER 2017 FINANCIAL HIGHLIGHTS ? $0.

August 2, 2017 424B5

CALCULATION OF REGISTRATION FEE

Document CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Common Stock, $0.

May 9, 2017 10-Q

American Capital Mortgage Investment 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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, 2017 Commission file number 001-35260 MTGE INVESTMENT CORP. (Exact name of registrant a

May 3, 2017 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS

EX-99.1 2 mtge3312017earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 3, 2017 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS Bethesda, MD - May 3, 2017 - MTGE Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today announced financial results for the quarter ended March 31, 2017. FIRST Q

May 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission File

May 3, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 mtge8-k5x3x16.htm 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 (May 2, 2017) MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of

April 17, 2017 DEFA14A

American Capital Mortgage Investment DEFA14A

Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

March 22, 2017 DEF 14A

American Capital Mortgage Investment DEF 14A

DEF 14A Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential

March 17, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission Fi

March 17, 2017 EX-3.1

Instruments defining the rights of holders of securities: See Article VII of our Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No. 001-35260), filed March 17, 2017.

Exhibit Exhibit 3.1 MTGE INVESTMENT CORP. AMENDED AND RESTATED BYLAWS (as amended) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE . The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES . The Corporation may have additional offices, including a principal executive office, at such places

March 10, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Commission File Number

March 10, 2017 EX-24

EX-24

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter Federico, Kenneth L.

February 10, 2017 EX-99.1

EXHIBIT 1

EX-99.1 2 ex991.htm EXHIBIT 1 EXHIBIT 1 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED SECURITIES Citigroup Global Markets, Inc. is a broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). Citibank, N.A. is a bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). Each of the undersigned hereby affirms the indentification and Item 3 classification of the

February 10, 2017 SC 13G/A

CLI / Mack-Cali Realty Corp. / VANGUARD GROUP INC Passive Investment

mtgeinvestmentcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: MTGE Investment Corp Title of Class of Securities: REIT CUSIP Number: 55378A105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to d

February 10, 2017 SC 13G

MTGE / American Capital Mortgage Investment Corp. / CITIGROUP INC - CITIGROUP INC SC 13G 12-30-2016 (MTGE INVESTMENT CORP.) Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* MTGE Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 55378A-10-5 (CUSIP Number) December 30, 2016 (Date of Event Which Requir

February 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 mtge12312016form8-kcoverpa.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other ju

February 8, 2017 EX-99.1

MTGE INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2016 FINANCIAL RESULTS

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE February 8, 2017 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2016 FINANCIAL RESULTS Bethesda, MD - February 8, 2017 - MTGE Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today announced financial results for the quarter ended December 31, 2016 . FOURTH QUARTER 2016 FINANCIAL HIGHLIGH

February 7, 2017 SC 13G/A

CLI / Mack-Cali Realty Corp. / UBS Group AG - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2(b) (Amendment No. 1) MTGE Investment Corp. (formerly: American Capital Mortgage Investment Corp) (Name of Issuer) Common Stock, $0.01 par value per share (Title of Cla

January 5, 2017 EX-24

EX-24

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter Federico, Kenneth Pollack, and Kasey Reisman, as the undersigned's true and lawful attorney-in-fact to execute and file on behalf of the undersigned in the undersigned's capacity as a Director of MTGE Investment Corp.

December 28, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mtge8-k12x28x16.htm 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2016 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incor

November 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Co

November 2, 2016 EX-99.1

MTGE INVESTMENT CORP. REPORTS $1.48 NET INCOME PER COMMON SHARE FOR THE THIRD QUARTER AND $20.55 NET BOOK VALUE PER COMMON SHARE

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE November 2, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 MTGE INVESTMENT CORP. REPORTS $1.48 NET INCOME PER COMMON SHARE FOR THE THIRD QUARTER AND $20.55 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - November 2, 2016 - MTGE Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today reported net income for the quarter ended Septemb

October 3, 2016 EX-99.1

MTGE Investment Corp. Announces Name Change

EX-99.1 4 mtgepressreleasefinal.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE October 3, 2016 CONTACT: Investor Relations - (301) 968-9220 Media Relations - (301) 968-9215 MTGE Investment Corp. Announces Name Change Bethesda, MD – October 3, 2016 - MTGE Investment Corp. (Nasdaq: MTGE) ("MTGE" or the "Company") announced today that it has changed its name from “American Capital Mortgage Inves

October 3, 2016 EX-3.2

MTGE INVESTMENT CORP. AMENDED AND RESTATED BYLAWS (as amended) ARTICLE I

Exhibit Exhibit 3.2 MTGE INVESTMENT CORP. AMENDED AND RESTATED BYLAWS (as amended) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE . The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES . The Corporation may have additional offices, including a principal executive office, at such places

October 3, 2016 EX-3.1

ARTICLES OF AMENDMENT AMENDED AND RESTATED ARTICLES OF INCORPORATION AMERICAN CAPITAL MORTGAGE INVESTMENT CORP.

Exhibit Exhibit 3.1 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. American Capital Mortgage Investment Corp., a Maryland corporation (the ?Corporation?), desiring to amend its charter as currently amended and restated and in effect (the ?Charter?), hereby certifies to the State Department of Assessments and Taxation of Marylan

October 3, 2016 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2016 (September 30, 2016) MTGE Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorpo

August 5, 2016 10-Q

American Capital Mortgage Investment 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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 June 30, 2016 Commission file number 001-35260 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Exact name of r

August 1, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2016 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorpor

August 1, 2016 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.85 NET INCOME PER COMMON SHARE FOR THE SECOND QUARTER AND $19.47 NET BOOK VALUE PER COMMON SHARE

EX-99.1 2 mtge6302016earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 (Not affiliated with American Capital, Ltd) FOR IMMEDIATE RELEASE August 1, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9215 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.85 NET INCOME PER COMMON SHARE FOR THE SECOND QUARTER AND $19.47 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - August 1, 2016 - American C

July 8, 2016 EX-10.1

Amended and Restated Management Agreement by and among MTGE Investment Corp., MTGE TRS, LLC and MTGE Management, LLC, dated July 1, 2016, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No. 001-35260), filed July 8, 2016.

EX-10.1 2 ex101-armanagementagmt.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT by and among American Capital Mortgage Investment Corp., American Capital Mortgage Investment TRS, LLC and American Capital MTGE Management, LLC Dated as of July 1, 2016 AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of July 1, 2016, by and among American Capital Mortgage Investment Corp.,

July 8, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2016 (July 1, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of inco

June 17, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2016 (June 14, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of in

June 10, 2016 SC 13G/A

American Capital Mortgage Investment CITIGROUP INC SC 13GA NO 1 5-31-2016 (AMERICAN CAPITAL MORTGAGE INVESTMENT CORP) (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 02504A-10-4 (CUSIP Number) May 31, 2016 (Date of E

June 10, 2016 EX-99.1

EXHIBIT 1

EXHIBIT 1 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED SECURITIES Citigroup Global Markets Inc.

May 23, 2016 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

SEC Document U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 (May 22, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdi

May 23, 2016 EX-99.1

Exhibit 99.1 FOR IMMEDIATE RELEASE May 23, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. ANNOUNCES THE SIGNING OF DEFINITIVE DOCUMENTATION RELATED TO THE ACQUISITION OF ITS EXTERNAL MANAGER

EX-99.1 2 mtgeexhibit99.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 23, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. ANNOUNCES THE SIGNING OF DEFINITIVE DOCUMENTATION RELATED TO THE ACQUISITION OF ITS EXTERNAL MANAGER BY AMERICAN CAPITAL AGENCY CORP. AND CHANGES TO ITS BOARD OF DIRECTORS Bethesda, MD - May 23, 2016 - America

May 5, 2016 10-Q

American Capital Mortgage Investment 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ 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, 2016 Commission file number 001-35260 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Exact name of

April 27, 2016 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.48) NET LOSS PER COMMON SHARE FOR THE FIRST QUARTER AND $19.03 NET BOOK VALUE PER COMMON SHARE

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE April 27, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.48) NET LOSS PER COMMON SHARE FOR THE FIRST QUARTER AND $19.03 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - April 27, 2016 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported a

April 27, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 mtge3312016form8-kcoverpage.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-090777

April 21, 2016 8-K

Submission of Matters to a Vote of Security Holders

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2016 (April 19, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of

March 23, 2016 DEF 14A

American Capital Mortgage Investment DEF 14A

DEF 14A Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential

March 21, 2016 EX-99.1

Exhibit 99.1 Two Bethesda Metro Center 12th Floor Bethesda, MD 20814 (301) 968-9220 (301) 968-9221 Fax FOR IMMEDIATE RELEASE March 17, 2016 CONTACT: Investor Relations – (301) 968-9220 AMERICAN CAPITAL MORTGAGE PROMOTES GARY KAIN TO CEO; AL PURYEAR T

mtgepressrelease Exhibit 99.1 Two Bethesda Metro Center 12th Floor Bethesda, MD 20814 (301) 968-9220 (301) 968-9221 Fax FOR IMMEDIATE RELEASE March 17, 2016 CONTACT: Investor Relations ? (301) 968-9220 AMERICAN CAPITAL MORTGAGE PROMOTES GARY KAIN TO CEO; AL PURYEAR TO CHAIR MTGE BOARD Bethesda, MD ? March 17, 2016 - American Capital Mortgage Investment Corp. (NASDAQ:MTGE) announced that today its

March 21, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2016 (March 17, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of

March 9, 2016 SC 13G/A

American Capital Mortgage Investment SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2(b) (Amendment No. 1) American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 02504A104 (CUSI

February 24, 2016 10-K

American Capital Mortgage Investment 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL 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 year ended December 31, 2015 Commission file number 001-35260 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Exact name of registrant a

February 10, 2016 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / VANGUARD GROUP INC Passive Investment

americancapitalmortgage.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: American Capital Mortgage Investment Corp Title of Class of Securities: REIT CUSIP Number: 02504A104 Date of Event Which Requires Filing of this Statement: December 31, 2015 Chec

February 9, 2016 EX-99.1

EXHIBIT 1

EXHIBIT 1 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED SECURITIES Citigroup Global Markets Inc.

February 9, 2016 SC 13G

MTGE / American Capital Mortgage Investment Corp. / UBS Group AG - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2(b) (Amendment No. ) American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 02504A104 (CUSIP N

February 9, 2016 SC 13G

MTGE / American Capital Mortgage Investment Corp. / CITIGROUP INC - CITIGROUP INC SC 13G 12-31-2015 (AMERICAN CAPITAL MORTGAGE INVESTMENT CORP) Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 02504A-10-4 (CUSIP Number) December 31, 2015 (Date

February 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2016 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

February 4, 2016 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.13) NET LOSS PER COMMON SHARE FOR THE FOURTH QUARTER AND $19.66 NET BOOK VALUE PER COMMON SHARE

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE February 3, 2016 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.13) NET LOSS PER COMMON SHARE FOR THE FOURTH QUARTER AND $19.66 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - February 3, 2016 - American Capital Mortgage Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today report

January 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mtge8-k1x29x16.htm 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2016 (January 26, 2016) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772

October 28, 2015 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.49) NET LOSS PER COMMON SHARE FOR THE THIRD QUARTER AND $19.93 NET BOOK VALUE PER COMMON SHARE

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE October 28, 2015 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.49) NET LOSS PER COMMON SHARE FOR THE THIRD QUARTER AND $19.93 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - October 28, 2015 - American Capital Mortgage Investment Corp. (?MTGE? or the ?Company?) (Nasdaq: MTGE) today reporte

October 28, 2015 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2015 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of in

October 22, 2015 EX-3.1

American Capital Mortgage Investment Corp. Amendment No. 2 to Amended and Restated Bylaws

Exhibit Exhibit 3.1 American Capital Mortgage Investment Corp. Amendment No. 2 to Amended and Restated Bylaws Article II, Section 7. VOTING. A majority of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director; provided that if the number of nominees exceeds the number of directors to be elected, each director shall be e

October 22, 2015 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2015 (October 20, 2015) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdic

July 29, 2015 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.80) NET LOSS PER COMMON SHARE FOR THE SECOND QUARTER AND $20.70 NET BOOK VALUE PER COMMON SHARE

MTGE 6/30/2015 Earnings Release Exhibit 99.1 FOR IMMEDIATE RELEASE July 29, 2015 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.80) NET LOSS PER COMMON SHARE FOR THE SECOND QUARTER AND $20.70 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - July 29, 2015 - American Capital Mortgage Investment Corp. (?MTGE? or the ?Company?) (Nasdaq:

July 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

MTGE 6/30/2015 Form 8-K Cover Page UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 26, 2015 S-3ASR

American Capital Mortgage Investment S-3ASR

S-3 ASR (2015) As filed with the Securities and Exchange Commission on June 26, 2015 Registration Statement No.

June 26, 2015 EX-4.5

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. Dated as of DEBT SECURITIES U.S. BANK NATIONAL ASSOCIATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*

Exhibit 4.5 Form of Indenture (2015) Exhibit 4.5 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. - INDENTURE Dated as of [?] - DEBT SECURITIES U.S. BANK NATIONAL ASSOCIATION Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ? 310(a)(1) 11.04(a) (a)(2) 11.04(a) (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 11.04(a) (b) 11

April 29, 2015 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.59 NET INCOME PER COMMON SHARE FOR THE FIRST QUARTER AND $22.00 NET BOOK VALUE PER COMMON SHARE

EX-99.1 2 mtge3312015earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE April 29, 2015 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.59 NET INCOME PER COMMON SHARE FOR THE FIRST QUARTER AND $22.00 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - April 29, 2015 - American Capital Mortgage Investment Corp. (“MTGE” or t

April 29, 2015 8-K

American Capital Mortgage Investment 8-K (Current Report/Significant Event)

MTGE 3/31/2015 Form 8-K Cover Page UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 24, 2015 8-K

Submission of Matters to a Vote of Security Holders

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2015 (April 21, 2015) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of

March 17, 2015 DEF 14A

American Capital Mortgage Investment DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 5, 2015 EX-24

EX-24

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of John R.

February 12, 2015 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 02504A104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 11, 2015 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / VANGUARD GROUP INC Passive Investment

americancapitalmortgage.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: American Capital Mortgage Investment Corp Title of Class of Securities: REIT CUSIP Number: 02504A104 Date of Event Which Requires Filing of this Statement: December 31, 2014 Chec

February 4, 2015 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.33 NET INCOME PER COMMON SHARE FOR THE FOURTH QUARTER, $3.06 PER COMMON SHARE FOR 2014 AND $21.91 NET BOOK VALUE PER COMMON SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE February 4, 2015 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.33 NET INCOME PER COMMON SHARE FOR THE FOURTH QUARTER, $3.06 PER COMMON SHARE FOR 2014 AND $21.91 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - February 4, 2015 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (N

February 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2015 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

October 29, 2014 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.14 NET INCOME PER COMMON SHARE AND $22.24 NET BOOK VALUE PER COMMON SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE October 29, 2014 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.14 NET INCOME PER COMMON SHARE AND $22.24 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - October 29, 2014 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the quarter e

October 29, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2014 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

September 30, 2014 EX-99.1

© 2014 American Capital Agency Corp. All Rights Reserved. © 2014 American Capital Mortgage Investment Corp. All Rights Reserved. 2014 MORTGAGE REIT DAY OCTOBER 1, 2014 2 This presentation contains statements that, to the extent they are not recitatio

EX-99.1 2 agncmtgeoct120148k.htm PRESENTATION © 2014 American Capital Agency Corp. All Rights Reserved. © 2014 American Capital Mortgage Investment Corp. All Rights Reserved. 2014 MORTGAGE REIT DAY OCTOBER 1, 2014 2 This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securit

September 30, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2014 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation

July 30, 2014 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.64 NET INCOME PER COMMON SHARE AND $22.73 NET BOOK VALUE PER COMMON SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE July 30, 2014 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.64 NET INCOME PER COMMON SHARE AND $22.73 NET BOOK VALUE PER COMMON SHARE Bethesda, MD - July 30, 2014 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the quarter ended J

July 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorpora

July 28, 2014 CORRESP

MTGE / American Capital Mortgage Investment Corp. CORRESP - -

American Capital Mortgage Investment Corp. Two Bethesda Metro Center, 14th Floor Bethesda, MD 20814 (301) 968-9220 (301) 968-9221 Fax July 28, 2014 VIA EDGAR AND EMAIL Ms. Kristi Marrone Mr. Eric McPhee Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: American Capital Mortgage Investment Corp. Form 10-K for the year ended December 31,

May 21, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 (May 15, 2014) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of inco

May 21, 2014 EX-1.1

UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 2,000,000 Shares 8.125% Series A Cumulative Redeemable Preferred Stock Dated: May 15, 2014 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation)

EX-1.1 2 exhibit11uwa.htm UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 2,000,000 Shares 8.125% Series A Cumulative Redeemable Preferred Stock Dated: May 15, 2014 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 2,000,000 Shares 8.125% Series A Cumulative Redeemable Preferred Stock (Liquidation Prefe

May 16, 2014 8-A12B

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) Maryland 45-0907772 (State of incorporation or organization) (IRS Employer Identification No.) 2

May 16, 2014 FWP

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. 8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK ($25.00 LIQUIDATION PREFERENCE PER SHARE) Final Term Sheet May 15, 2014

FWP 1 mtgefwp5-15x14.htm FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-183772 Relating to the Preliminary Prospectus Supplement, filed on May 15, 2014 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. 8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK ($25.00 LIQUIDATION PREFERENCE PER SHARE) Final Term Sheet May 15, 2014 Issuer: American Capital Mortgage

May 16, 2014 EX-4.1

Form of certificate representing the 8.125% Series A Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No. 001-35260), filed May 16, 2014.

mtgespecimenseriesacumul THIS CERTIFIES THAT is the owner of DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.

May 16, 2014 424B5

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee (1) 8.125% Series A Cumulative Re

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-183772 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee (1) 8.125% Series A Cumulative Redeemable Preferred Stock (2) 2,300,000 $ 25.00 $ 57,500,000 $ 7,4

May 16, 2014 EX-3.3

Articles Supplementary of 8.125% Series A Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.3 of Form 8-A (File No. 001-35260), filed May 16, 2014.

Exhibit 3.3 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. ARTICLES SUPPLEMENTARY 2,300,000 SHARES OF 8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK May 16, 2014 American Capital Mortgage Investment Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority expressly vested in the Boa

May 15, 2014 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full power to each of them to act alone), his/her tr

May 15, 2014 S-8

- S-8

As filed with the Securities and Exchange Commission on May 15, 2014 Registration No.

May 15, 2014 424B5

SUBJECT TO COMPLETION, DATED MAY 15, 2014

Filed Pursuant to Rule 424(b)(5) Registration No. 333-183772 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted

April 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2014 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorpor

April 30, 2014 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.95 NET INCOME PER SHARE AND $21.78 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE April 30, 2014 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.95 NET INCOME PER SHARE AND $21.78 NET BOOK VALUE PER SHARE Bethesda, MD - April 30, 2014 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the quarter ended March 31, 201

April 25, 2014 8-K

Submission of Matters to a Vote of Security Holders - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2014 (April 22, 2014) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of

March 18, 2014 DEF 14A

- DEF 14A

DEF 14A Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential

February 28, 2014 10-K

American Capital Mortgage Investment 10-K (Annual Report)

MTGE 2013/12/31 Form 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2014 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / SAB CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 02504A104 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

February 14, 2014 SC 13G

MTGE / American Capital Mortgage Investment Corp. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 02504A104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 10, 2014 SC 13G

MTGE / American Capital Mortgage Investment Corp. / VANGUARD GROUP INC Passive Investment

americancapitalmort.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: American Capital Mortgage Investment Corp Title of Class of Securities: REIT CUSIP Number: 02504A104 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check th

February 6, 2014 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.33) NET LOSS PER SHARE AND $21.47 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE February 5, 2014 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.33) NET LOSS PER SHARE AND $21.47 NET BOOK VALUE PER SHARE Bethesda, MD - February 5, 2014 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported a net loss for the quarter ended December

February 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2014 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

November 14, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 (November 13, 2013) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdicti

October 30, 2013 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.25 NET INCOME PER SHARE AND $22.37 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE October 30, 2013 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $0.25 NET INCOME PER SHARE AND $22.37 NET BOOK VALUE PER SHARE Bethesda, MD - October 30, 2013 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the quarter ended September

October 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2013 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

September 3, 2013 EX-24

EX-24

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of John R.

July 30, 2013 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.94) NET LOSS PER SHARE AND $22.63 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE July 30, 2013 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.94) NET LOSS PER SHARE AND $22.63 NET BOOK VALUE PER SHARE Bethesda, MD - July 30, 2013 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported a net loss for the quarter ended June 30, 2013 o

July 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2013 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorpora

May 3, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2013 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporati

May 3, 2013 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.56) NET LOSS PER SHARE AND $24.25 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE May 3, 2013 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $(0.56) NET LOSS PER SHARE AND $24.25 NET BOOK VALUE PER SHARE Bethesda, MD - May 3, 2013 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported a net loss for the quarter ended March 31, 2013 of $

May 2, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2013 (April 30, 2013) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of inc

March 26, 2013 DEF 14A

- DEF 14A

DEF 14A Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential

February 15, 2013 EX-1.1

UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 20,000,000 Shares of Common Stock Dated: February 12, 2013 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 20,000,000 Shares of Common Stoc

Exhibit 1.1 UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 20,000,000 Shares of Common Stock Dated: February 12, 2013 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 20,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT February 12, 2013 Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse S

February 15, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2013 (February 12, 2013) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdicti

February 14, 2013 424B5

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Common Stock 23,000,000 $25.40

Filed Pursuant to Rule 424(b)(5) Registration No. 333-183772 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Common Stock 23,000,000 $25.40 $584,200,000 $79,684.88 (1) Calculated in accordance with Rule 457(r) under the Securiti

February 11, 2013 424B5

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are neither an offer to sell these securities nor a solicitation of an offer to buy t

Filed Pursuant to Rule 424(b)(5) Registration File No. 333-183772 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted

February 8, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2013 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

February 8, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2013 (February 7, 2013) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction

February 8, 2013 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.40 NET INCOME PER SHARE AND $25.74 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE February 8, 2013 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.40 NET INCOME PER SHARE AND $25.74 NET BOOK VALUE PER SHARE Bethesda, MD - February 8, 2013 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the quarter ended December

December 20, 2012 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / SAB CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 02504A104 (CUSIP Number) December 18, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

October 31, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2012 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorp

October 31, 2012 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $4.03 EARNINGS PER SHARE AND $25.21 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE October 31, 2012 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $4.03 EARNINGS PER SHARE AND $25.21 NET BOOK VALUE PER SHARE Bethesda, MD - October 31, 2012 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the three months ended Septem

September 12, 2012 EX-99.9

SECURITIES PURCHASE AGREEMENT

Exhibit 99.9 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2012, by and among SAB Capital Partners, L.P., a Delaware limited partnership, SAB Capital Partners II, L.P., a Delaware limited partnership, and SAB Overseas Master Fund, L.P., a Cayman Island exempted limited partnership (each, a “Purchaser” and collectively

September 12, 2012 SC 13D/A

MTGE / American Capital Mortgage Investment Corp. / AMERICAN CAPITAL, LTD - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Capital Mortgage Investment Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 02504A 10 4 (CUSIP Number) Samuel A. Flax Executive Vice President, General Counsel, Chief Compliance Officer and Secretary American Capi

September 12, 2012 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / SAB CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 02504A104 (CUSIP Number) September 7, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

September 7, 2012 EX-12.1

Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends

Exhibit 12.1 Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends The following table sets forth the calculation of our ratios of earnings to fixed charges and our ratios of earnings to combined fixed charges and preferred stock dividends for each of the periods indicated (dollars in thousands): For the period August 9, 2011 (date operations commenced) through December

September 7, 2012 RW

- FORM RW

Form RW American Capital Mortgage Investment Corp. 2 Bethesda Metro Center, 14th Floor Bethesda, Maryland 20814 September 7, 2012 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: American Capital Mortgage Investment Corp. Registration Statement on Form S-3, File No. 333-183752 To Whom It May Concern: Pursuant to Rule 47

September 7, 2012 S-3ASR

- S-3ASR

As filed with the Securities and Exchange Commission on September 7, 2012 Registration Statement No.

September 7, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full power to each of them to act alone), his true a

September 6, 2012 EX-12.1

Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends

Exhibit 12.1 Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends The following table sets forth the calculation of our ratios of earnings to fixed charges and our ratios of earnings to combined fixed charges and preferred stock dividends for each of the periods indicated (dollars in thousands): For the period August 9, 2011 (date operations commenced) through December

September 6, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full power to each of them to act alone), his true a

September 6, 2012 S-3

- S-3

As filed with the Securities and Exchange Commission on September 6, 2012 Registration Statement No.

August 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2012 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (C

August 3, 2012 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.15 EARNINGS PER SHARE AND $22.08 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE August 3, 2012 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.15 EARNINGS PER SHARE AND $22.08 NET BOOK VALUE PER SHARE Bethesda, MD - August 3, 2012 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the three months ended June 30, 2

June 4, 2012 SC 13G

MTGE / American Capital Mortgage Investment Corp. / SAB CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 02504A104 (CUSIP Number) May 24, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

May 29, 2012 EX-1.1

UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 11,000,000 Shares of Common Stock Dated: May 24, 2012 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 11,000,000 Shares of Common Stock (Pa

Exhibit 1.1 UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 11,000,000 Shares of Common Stock Dated: May 24, 2012 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 11,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT May 24, 2012 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Ban

May 29, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2012 (May 24, 2012) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of inco

May 29, 2012 424B4

11,000,000 Shares Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-181372 and 333-181632 PROSPECTUS 11,000,000 Shares Common Stock American Capital Mortgage Investment Corp. is a Maryland corporation that invests in, finances and manages a leveraged portfolio of mortgage-related investments, which we define to include agency mortgage investments, non-agency mortgage investments and oth

May 24, 2012 424B4

SUBJECT TO COMPLETION, DATED MAY 23, 2012

Filed Pursuant to Rule 424(b)(4) Registration File No. 333-181372 The information in this preliminary prospectus is not complete and may be changed or supplemented. The securities described in this preliminary prospectus may not be sold until the registration statement that we have filed to cover the securities has become effective under the rules of the Securities and Exchange Commission. This pr

May 24, 2012 S-11MEF

- S-11MEF

As filed with the Securities and Exchange Commission on May 24, 2012 Registration Statement No.

May 24, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full power to each of them to act alone), his true a

May 11, 2012 EX-1.1

FORM OF UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock Dated: [•] AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock (Par Value $0.01 P

Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock Dated: [•] AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT [•], 20[•] [•] As Representatives of the several Underwriters Ladies and Gentlemen: American Capital Mort

May 11, 2012 S-11

- S-11

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

May 11, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full power to each of them to act alone), his true a

May 11, 2012 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT 1) American Capital Mortgage Investment TRS, LLC, a Delaware limited liability company

May 4, 2012 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.82 EARNINGS PER SHARE AND $21.78 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE May 4, 2012 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.82 EARNINGS PER SHARE AND $21.78 NET BOOK VALUE PER SHARE Bethesda, MD - May 4, 2012 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the three months ended March 31, 2012 o

May 4, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2012 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation) (Comm

May 2, 2012 8-K

Submission of Matters to a Vote of Security Holders -

U U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2012 (May 1, 2012) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-090772 (State or other jurisdiction of incor

April 10, 2012 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / Sentry Investments Corp. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* American Capital Mortgage Investment Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 02504A104 (CUSIP Number) March 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the app

March 27, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 19, 2012 8-K

Entry into a Material Definitive Agreement

8-K 1 rrd339263.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2012 (March 13, 2012) American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or ot

March 15, 2012 424B4

12,000,000 Shares Common Stock

Rule 424(b)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No.

March 13, 2012 S-11MEF

- S-11MEF

As filed with the Securities and Exchange Commission on March 13, 2012 Registration Statement No.

March 12, 2012 S-11/A

- S-11/A

S-11/A Table of Contents As filed with the Securities and Exchange Commission on March 9, 2012 Registration Statement No.

March 9, 2012 CORRESP

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American Capital Mortgage Investment Corp. 2 Bethesda Metro Center, 14th Floor Bethesda, Maryland 20814 March 9, 2012 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Facsimile: (202) 772-9202 RE: American Capital Mortgage Investment Corp. Registration Statement on Form S-11 (File No. 333-179647) (the “Registr

March 9, 2012 CORRESP

-

Acceleration Letter March 9, 2012 VIA FACSIMILE AND EDGAR Securities and Exchange Commission 450 Fifth Street, N.

February 23, 2012 EX-24.1

POWER OF ATTORNEY

Powers of Attorney of directors and officers Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of American Capital Mortgage Investment Corp., a corporation organized under the laws of the state of Maryland (the “Corporation”), hereby constitute and appoint John R. Erickson, Samuel A. Flax and Cydonii V. Fairfax and each of them (with full po

February 23, 2012 EX-1.1

FORM OF UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock Dated: [•] AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock (Par Value $0.01 P

Underwriting Agreement Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock Dated: [•] AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT [•], 20[•] [•] As Representatives of the several Underwriters Ladies and Gentlemen

February 23, 2012 S-11

- FORM S-11

Form S-11 Table of Contents As filed with the Securities and Exchange Commission on February 23, 2012 Registration Statement No.

February 23, 2012 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT 1) American Capital Mortgage Investment TRS, LLC, a Delaware limited liability company

February 13, 2012 SC 13G/A

MTGE / American Capital Mortgage Investment Corp. / Sentry Investments Corp. - SENTRY SELECT CAPITAL CORP SC 13GA 12-31-2011 Passive Investment

SC 13G/A 1 formsc13ga.htm SENTRY SELECT CAPITAL CORP SC 13GA 12-31-2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* American Capital Mortgage Investment Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 02504A104 (CUSIP Number) December 31, 2011 (Date o

February 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2012 American Capital Mortgage Investment Corp. (Exact name of registrant as specified in its charter) MARYLAND 001-35260 45-0907772 (State or other jurisdiction of incorporation)

February 8, 2012 EX-99.1

AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.72 EARNINGS PER SHARE AND $20.87 NET BOOK VALUE PER SHARE

Exhibit 99.1 FOR IMMEDIATE RELEASE February 8, 2012 CONTACT: Investors - (301) 968-9220 Media - (301) 968-9400 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. REPORTS $1.72 EARNINGS PER SHARE AND $20.87 NET BOOK VALUE PER SHARE Bethesda, MD - February 8, 2012 - American Capital Mortgage Investment Corp. (“MTGE” or the “Company”) (Nasdaq: MTGE) today reported net income for the three months ended Decemb

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