Sec Form 4 Filing - Vranos Michael W @ Ellington Financial Inc. - 2025-05-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Vranos Michael W
2. Issuer Name and Ticker or Trading Symbol
Ellington Financial Inc. [ EFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Chief Investment Officer
(Last) (First) (Middle)
53 FOREST AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2025
(Street)
OLD GREENWICH, CT06870
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/20/2025 J( 1 ) 33,877 A $ 0 961,018 I See Footnote ( 2 )
Common Stock 1,889,689 I See footnote ( 3 )
Common Stock 38,759 I In Trust ( 4 )
Common Stock 153,998 I In Trusts ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units ( 6 ) ( 6 ) ( 6 ) Common Stock 319,241 319,241 I See footnote ( 6 )
Common Units ( 7 ) ( 7 ) ( 7 ) Common Stock 28,521 28,521 I See footnote ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vranos Michael W
53 FOREST AVENUE
OLD GREENWICH, CT06870
Co-Chief Investment Officer
Signatures
/s/ Alaael-Deen H. Shilleh, attorney-in-fact for Michael W. Vranos 05/22/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock, $0.001 par value per share (the "Common Stock") of Ellington Financial Inc. (the "Issuer") were issued in connection with the incentive fee for the first quarter of 2025 payable to Ellington Financial Management LLC ("EFM"), the Issuer's external manager, pursuant to a management agreement among the Issuer, EFM, and Ellington Financial Operating Partnership LLP ("EFCOP"), and the Issuer's 2017 Equity Incentive Plan.
( 2 )Of these 961,018 common shares, 842,221 common shares are owned directly by EMG Holdings, L.P. ("EMGH") and 118,797 common shares are directly owned by EFM. VC Investments LLC ("VC") is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of common shares held by EMGH and EFM, and may be regarded as the beneficial owners of the common shares. Each of Michael W. Vranos and VC disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
( 3 )Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
( 4 )These shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.
( 5 )These shares of Common Stock are held in family trusts established by EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee. One of the trusts, in which Mr. Vranos has sole voting power, owns a portion of the shares and the other trusts, which Mr. Vranos has shared voting power, hold the remaining shares of Common Stock.
( 6 )Represent a separate non-voting class of limited liability company interests (the "LTIP Units") of EFCOP, the operating partnership subsidiary of the Issuer. The LTIP Units may be converted, at the election of the holder, or at any time at the election of the Issuer, into limited liability company interests of EFCOP designated as common units ("Common Units") on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares Common Stock or for the cash value of such Common Stock, at the Issuer's election. The LTIP Units are held by EMGH and have vested. Mr. Vranos disclaims beneficial ownership of these LTIP Units except to the extent of his pecuniary interest therein.
( 7 )Represents Common Units of EFCOP, the operating partnership of the Company. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Issuer's election.
( 8 )These Common Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of Common Units held by EMGH, and may be regarded as the beneficial owners of the Common Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any Common Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.

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