| FORM 4 | 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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| 8401 N. CENTRAL EXPRESSWAY, SUITE 800 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
CAPSTEAD MORTGAGE CORP
[CMO] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Executive Vice President |
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3. Date of Earliest Transaction (Month/Day/Year)
09/24/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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
| 09/24/2009 | | M | |
25,000
| A | $
7.82
|
155,474
|
D
| |
|
Common Stock
| 09/24/2009 | | M | |
12,500
| A | $
7.58
|
167,974
|
D
| |
|
Common Stock
| 09/24/2009 | | F | V |
25,684
| D | $
15.35
|
142,290
|
D
| |
|
Common Stock
| 09/24/2009 | | S | |
5,000
| D | $
15.343
|
137,290
|
D
| |
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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
(Month/Day/Year) | 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 |
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Nonqualified Employee Stock Option (right to buy)
| $
7.58
| 09/24/2009 | | M | | |
12,500
| | 04/24/2016 |
Common Stock
|
12,500
|
$
0
|
6,250
|
D
| |
|
Nonqualified Employee Stock Option (right to buy)
| $
7.82
| 09/24/2009 | | M | | |
25,000
| | 05/13/2015 |
Common Stock
|
25,000
|
$
0
|
0
|
D
| |
| Explanation of Responses: |
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| Phillip A. Reinsch | 09/24/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Andrew F. Jacobs and Kelly
L. Sargent signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1)execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Capstead
Mortgage Corporation (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2)do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3)take any and other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact, in his discretion,
determines to be reasonable.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of September, 2009.
/s/ Phillip A. Reinsch
Signature
Phillip A. Reinsch
Print Name
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Phillip A. Reinsch and Kelly
L. Sargent signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1)execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Capstead
Mortgage Corporation (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2)do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3)take any and other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact, in his discretion,
determines to be reasonable.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of September, 2009.
/s/ Andrew F. Jacobs
Signature
Andrew F. Jacobs
Print Name