UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ELLINGTON RESIDENTIAL MORTGAGE REIT
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par value per share
(Title of Class of Securities)
288578 10 7
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
13G
| CUSIP No. 288578 10 7 | Page 2 of 19 Pages |
| 1. | Name of reporting persons:
BLACKSTONE TACTICAL OPPORTUNITIES EARN HOLDINGS L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 288578 10 7 | Page 3 of 19 Pages |
| 1. | Name of reporting persons:
BTO EARN MANAGER L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 288578 10 7 | Page 4 of 19 Pages |
| 1. | Name of reporting persons:
BTOA L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 288578 10 7 | Page 5 of 19 Pages |
| 1. | Name of reporting persons:
BLACKSTONE HOLDINGS III L.P. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Quebec, Canada | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
0 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 288578 10 7 | Page 6 of 19 Pages |
| 1. | Name of reporting persons:
BLACKSTONE HOLDINGS III GP L.P. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 288578 10 7 | Page 7 of 19 Pages |
| 1. | Name of reporting persons:
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 288578 10 7 | Page 8 of 19 Pages |
| 1. | Name of reporting persons:
THE BLACKSTONE GROUP L.P. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 288578 10 7 | Page 9 of 19 Pages |
| 1. | Name of reporting persons:
BLACKSTONE GROUP MANAGEMENT L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 288578 10 7 | Page 10 of 19 Pages |
| 1. | Name of reporting persons:
STEPHEN A. SCHWARZMAN | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,555,599 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
2,555,599 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
2,555,599 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
28.0% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
| Item 1. | (a). | Name of Issuer | ||||||||||
| Ellington Residential Mortgage REIT (the “Company”) | ||||||||||||
| (b). | Address of Issuer’s Principal Executive Offices: | |||||||||||
| 53 Forest Avenue, Old Greenwich, Connecticut, 06870 | ||||||||||||
| Item 2(a). | Name of Person Filing | |||||||||||
| Item 2(b). | Address of Principal Business Office | |||||||||||
| Item 2(c). | Citizenship | |||||||||||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: | ||||||||||||
| (i) | Blackstone Tactical Opportunities EARN Holdings L.L.C. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (ii) | BTO EARN Manager L.L.C. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (iii) | BTOA L.L.C. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (iv) | Blackstone Holdings III L.P. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: Quebec, Canada | ||||||||
| (v) | Blackstone Holdings III GP L.P. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (vi) | Blackstone Holdings III GP Management L.L.C. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 | ||||||||
Page 11
| Citizenship: State of Delaware | ||||||||
| (vii) | The Blackstone Group L.P. | |||||||
| 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (viii) | Blackstone Group Management L.L.C. | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware | ||||||||
| (ix) | Stephen A. Schwarzman | |||||||
| c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: United States | ||||||||
| Blackstone Tactical Opportunities EARN Holdings L.L.C. (“EARN Holdings”) directly holds 2,555,599 Common Shares. | ||||||||||||
| BTO EARN Manager L.L.C. is the managing member of EARN Holdings. BTOA L.L.C. is the sole member of BTO EARN Manager L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. | ||||||||||||
| The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. | ||||||||||||
| Item 2(d). | Title of Class of Securities: | |||||||||||
| Common Shares of Beneficial Interest, $0.01 par value per share (the “Common Shares “). | ||||||||||||
| Item 2(e). | CUSIP Number: | |||||||||||
| 288578 10 7 | ||||||||||||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Not applicable. | ||||||||||||
| Item 4. | Ownership. | |||||||||||
Page 12
| (a) Amount beneficially owned: | ||
| Calculations of the percentage of Common Shares beneficially owned assume 9,139,842 Common Shares outstanding as of November 8, 2013 as disclosed in the 10-Q filing of the Company for the quarterly period ended September 30, 2013. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the Common Shares listed on such Reporting Person’s cover page. Blackstone Tactical Opportunities EARN Holdings L.L.C. (“EARN Holdings”) directly holds 2,555,599 Common Shares. | ||
| Each such Reporting Person may be deemed to beneficially own the Common Shares beneficially owned by EARN Holdings, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than EARN Holdings to the extent it directly holds Common Shares) is the beneficial owner of Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act. | ||
| (b) Percent of class: | ||
| As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Shares listed on such Reporting Person’s cover page. | ||
| (c) Number of Shares as to which the Reporting Person has: | ||
| (i) Sole power to vote or to direct the vote: | ||
| See each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote: | ||
| See each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| See each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of: | ||
| See each cover page hereof. | ||
| Item 5. | Ownership of Five Percent or Less of a Class | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Not applicable. | ||
Page 13
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not Applicable. | ||
| Item 10. | Certification. | |
| Not applicable. | ||
Page 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| BLACKSTONE TACTICAL OPPORTUNITIES EARN HOLDINGS L.L.C. | ||
| By: BTO EARN Manager L.L.C., its managing member | ||
| By: BTOA L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BTO EARN MANAGER L.L.C. | ||
| By: BTOA L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BTOA L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: | Blackstone Holdings III GP L.P., its general partner | |
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
Page 15
| THE BLACKSTONE GROUP L.P. | ||
| By: | Blackstone Group Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| STEPHEN A. SCHWARZMAN | ||
| By: | /s/ Stephen A. Schwarzman | |
| Name: | Stephen A. Schwarzman | |
Page 16
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated February 14, 2014, among the Reporting Persons (filed herewith). |
Page 17
Exhibit 99.A
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Blackstone Tactical Opportunities EARN Holdings L.L.C.; BTO EARN Manager L.L.C.; BTOA L.L.C.; Blackstone Holdings III L.P.; Blackstone Holdings III GP L.P.; Blackstone Holdings III GP Management L.L.C.; The Blackstone Group L.P.; Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Ellington Residential Mortgage REIT, a Maryland corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of February 2014.
| BLACKSTONE TACTICAL OPPORTUNITIES EARN HOLDINGS L.L.C. | ||
| By: BTO EARN Manager L.L.C., its managing member | ||
| By: BTOA L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BTO EARN MANAGER L.L.C. | ||
| By: BTOA L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BTOA L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: | Blackstone Holdings III GP L.P., its general partner | |
Page 18
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP L.P. | ||
| By: | Blackstone Group Management L.L.C., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| STEPHEN A. SCHWARZMAN | ||
| By: | /s/ Stephen A. Schwarzman | |
| Name: | Stephen A. Schwarzman | |
Page 19