Amended Statement of Beneficial Ownership (sc 13d/a)
18 Março 2013 - 6:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO
SECTION 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
SECTION 13d-2(a) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
(AMENDMENT NO.4)
CREXUS INVESTMENT CORP.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
226553 105
(CUSIP Number)
R. Nicholas Singh, Esq.
Chief Legal Officer
Annaly Capital Management, Inc.
1211 Avenue of the Americas, Suite 2902
New York, New York 10036
Tel: (212) 696-0100
Fax: (212) 696-9809
_________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
David W. Bernstein
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
Phone: (212) 536-4029
Fax: (212) 536-3901
March 18, 2013
_________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box
c
.
The information required on the remainder of this cover page
will 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 liability provisions of that Section of the Act, but will be subject to all other provisions of the
Act.
1 NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Annaly
Capital Management, Inc.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
c
(b)
c
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
PF
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
c
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
7 SOLE
VOTING POWER
9,527,778
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
9,527,778
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,527,778
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
c
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.4%
14 TYPE
OF REPORTING PERSON
CO
AMENDMENT NO. 4 TO SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
CREXUS INVESTMENT CORP.
Item 1. Security and Issuer
This Amendment No. 4 relates to
the common stock, par value $0.01 per share, of CreXus Investment Corp. (the “Issuer”), a Maryland corporation. It
amends and supplements the Schedule 13D filed by Annaly Capital Management, Inc. (“Annaly”) on September 24, 2009,
as amended by Amendment No. 1, dated April 1, 2011, Amendment No. 2, dated November 9, 2012 and Amendment No. 3, dated January
31, 2013.
Item 4. Purpose of the Transaction.
Item 4 is supplemented
as follows:
On March 18, 2013, Annaly, through CXS Acquisition
Corporation (“Acquisition”), a newly formed wholly owned subsidiary, commenced a tender offer in which Acquisition
is offering to purchase all the shares of common stock of the that Annaly does not already own for a purchase price p
er
share of $13.00 plus a sum approximating a prorated portion of the dividend the tendering stockholder would have received with
regard to the quarter during which the Offer expires, in cash net to the seller, but subject to any required withholding taxes.
The offer and withdrawal rights will expire at 5:00 p.m., New York City time on April 16, 2013, unless the offer is extended.
The Offer to Purchase and Letter of Transmittal,
which together contain the terms of the offer, have been filed with the SEC as exhibits to a Tender Offer Statement on Schedule
TO dated March 18, 2013. The information in that Offer to Purchase and that Letter of Transmittal regarding the terms of the Offer
and the expected effects of the Offer are incorporated by reference into this Schedule 13D.
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.
March 18, 2013
By:
/s/ R. NICHOLAS SINGH
____________________
Name: R. Nicholas Singh
Title: Chief Legal Officer
Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
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