UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ARMOUR Residential REIT, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
042315101
(CUSIP Number)
November 6, 2009
(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)
[X] Rule 13d-1(c)
[ ] 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for 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 of 9 Pages
CUSIP No. 042315101 13G Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 1,405,900 shares of Common Stock (See Item
4)
--------------------------------------------------------------------------------
(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)
9.8% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 042315101 13G Page 3 of 9 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 1,405,900 shares of Common Stock (See Item
4)
--------------------------------------------------------------------------------
(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)
9.8% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 042315101 13G Page 4 of 9 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Glenn Dubin
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrants to purchase 1,405,900 shares of Common Stock (See
Item 4)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 1,405,900 shares of Common Stock (See Item
4)
--------------------------------------------------------------------------------
(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)
9.8% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 042315101 13G Page 5 of 9 Pages
Item 1.
(a) Name of Issuer
ARMOUR Residential REIT, Inc., a Maryland corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
6800 Broken Sound Parkway, Suite 200
Boca Raton, Florida 33487
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
Highbridge International LLC
----------------------------
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Management, LLC
----------------------------------
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
Glenn Dubin
-----------
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Item 2(d) Title of Class of Securities
Common Stock, $0.0001 par value ("Common Stock")
Item 2(e) CUSIP Number
042315101
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
CUSIP No. 042315101 13G Page 6 of 9 Pages
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of the date of this filing and without taking into account the
Blocker (as defined below), (i) Highbridge International LLC beneficially owns
Warrants to purchase 1,405,900 shares of Common Stock and (ii) each of
Highbridge Capital Management, LLC and Glenn Dubin may be deemed the beneficial
owner of the Warrants to purchase 1,405,900 shares of Common Stock beneficially
owned by Highbridge International LLC.
Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person. In addition, each of
Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial
ownership of shares of Common Stock held by Highbridge International LLC.
(b) Percent of class:
The Company's Press Release dated as of November 6, 2009 filed as Exhibit
99.1 to the Company's Current Report filed on Form 8-K on November 12, 2009
provides that as of the close of the merger, the Company had 2,304,054 shares of
Common Stock outstanding. Due to limitations on the concentration of ownership
of a REIT imposed by the Internal Revenue Code of 1986, as amended, the
Company's charter prohibits, subject to certain exceptions not applicable to the
Reporting Persons, any person from directly, indirectly or constructively owning
more than 9.8% of the outstanding shares, by value or number, whichever is more
restrictive, of its Common Stock or of its capital stock in the aggregate (the
"Blocker"). Therefore, based on the Company's outstanding shares of Common Stock
and subject to the Blocker (i) Highbridge International LLC may be deemed to
beneficially own 9.8% of the outstanding shares of Common Stock of the Company
and (ii) each of Highbridge Capital Management, LLC and Glenn Dubin may be
deemed to beneficially own 9.8% of the outstanding shares of Common Stock of the
Company. The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of shares of Common Stock
owned by another Reporting Person.
CUSIP No. 042315101 13G Page 7 of 9 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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 or
Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of December 17, 2009, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.
CUSIP No. 042315101 13G Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: December 17, 2009
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
----------------------------------
Name: John Oliva By: /s/ John Oliva
Title: Managing Director ----------------------------------
Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
----------------------------------
GLENN DUBIN
CUSIP No. 042315101 13G Page 9 of 9 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, $0.0001 par value, of ARMOUR Residential REIT, Inc., is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of December 17, 2009
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
----------------------------------
Name: John Oliva By: /s/ John Oliva
Title: Managing Director ----------------------------------
Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
----------------------------------
GLENN DUBIN