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
 
 
ARMOUR Residential REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland
(State of incorporation
or organization)
 
26-1908763
(IRS Employer
Identification No.)
3001 Ocean Drive, Suite 201
Vero Beach, Florida
(Address of principal executive offices)
 
32963
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
7.875% Series B Cumulative
Redeemable Preferred Stock,
Liquation Preference $25.00 per Share
 
Name of each exchange on which
each class is to be registered
The New York Stock Exchange
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant to General Instruction A.(c), please check the following box.
 
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box.
 
Securities Act registration statement file number to which this form relates: File No. 333-182583
Securities to be registered pursuant to Section 12(g) of the Act: None .
 
 
 
 
 

INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.  Description of Registrant's Securities to be Registered.
 
For a description of the securities being registered hereunder, reference is made to the information set forth under the heading "Description of the Series B Preferred Stock" in the Registrant's Prospectus Supplement dated February 7, 2013, as filed with the Securities and Exchange Commission (the "Commission") on February 8, 2013, pursuant to Rule 424(b) under the Securities Act of 1933 and under the headings "Description of Capital Stock-Shares of Preferred Stock" and "-Restrictions on Ownership and Transfer" in the accompanying prospectus that constitutes a part of the Registrant's Shelf Registration Statement on Form S-3 (File No. 333-182583), filed with the Commission on July 9, 2012, which information is incorporated herein by reference.
 
Item 2. Exhibits.
 
3.1
ARMOUR Residential REIT, Inc. Amended and Restated Articles of Incorporation (1) .
 
3.2
Articles of Amendment to Amended and Restated Articles of Incorporation (2)
 
3.3
Articles of Amendment to Amended and Restated Articles of Incorporation (3)
 
3.4
ARMOUR Residential REIT, Inc. Amended Bylaws (4)
 
3.5
Articles Supplementary of 8.250% Series A Cumulative Redeemable Preferred Stock (5)
 
3.6
Articles Supplementary of 7.875% Series B Cumulative Redeemable Preferred Stock (6)
 
4.1
Specimen 8.250% Series A Cumulative Redeemable Preferred Stock Certificate (7)
 
4.2
Specimen 7.875% Series B Cumulative Redeemable Preferred Stock Certificate*
 
(1)
Incorporated by reference to Exhibit 3.4 to ARMOUR’s Current Report on Form 8-K filed with the SEC on November 12, 2009.
 
(2)
Incorporated by reference to Exhibit 3.1 to ARMOUR’s Current Report on Form 8-K filed with the SEC on August 8, 2011.
 
(3)
Incorporated by reference to Exhibit 3.1 to ARMOUR's current report on Form 8-K filed with the SEC on December 1, 2011.
 
(4)
Incorporated by reference to Exhibit 3.5 to ARMOUR’s Current Report on Form 8-K filed with the SEC on November 12, 2009.
 
(5)
Incorporated herein by reference to Exhibit 3.1 to ARMOUR's Current Report on Form 8-K filed with the SEC on June 6, 2012.
 
(6)
Incorporated by reference to Exhibit 3.1 to ARMOUR's Current Report on Form 8-K filed with the SEC on February 12, 2013.
 
(7)
Incorporated by reference to Exhibit 4.1 to ARMOUR's Form 8-A filed with the SEC on June 7, 2012.
 
 
* Filed herewith.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Dated: February 12, 2013
ARMOUR RESIDENTIAL REIT, INC.
 
     
     
       
 
By:
/s/ Scott J. Ulm     
  Name: Scott J. Ulm  
  Title: Co-Chief Executive Officer, Chief Investment Officer, Co-Vice Chairman and Head of Risk Management  
 
 
Exhibit 4.2
 
 
 
 
 
 
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION'S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE CODE. SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S CHARTER, (I) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP PROVIDED IN (I), (II) OR (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, IF THE OWNERSHIP RESTRICTION PROVIDED IN (IV) ABOVE WOULD BE VIOLATED OR UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

THE COMPANY WILL FURNISH TO ANY STOCKHOLDER OF THE COMPANY UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (1) THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) WITH RESPECT TO THE CLASSES OF STOCK WHICH MAY BE ISSUED IN SERIES, A FULL STATEMENT OF (A) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET; AND (B) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
 
TEN COM –
as tenants in common
 
UNIF GIFT MIN ACT–
 
Custodian
 
TEN ENT –
as tenants by the entireties
   
(Cust)
 
(Minor)
JT TEN –
as joint tenants with right of survivorship
         
 
and not as tenants in common
   
under Uniform Gifts to Minors Act
         
       
(State)
 
Additional Abbreviations may also be used though not in the above list.
 
For value received,                                                           hereby sell, assign and transfer unto
 
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
 
 
 
 
 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
   
   
   
   
 
shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
 
   
 
Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
 
   
   
Dated
   

   
 
Notice:
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
   
   
Signature(s) Guaranteed:
 
 
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).