UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dynex Capital, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
26817Q506
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(CUSIP Number)
Arthur D. Lipson
Western Investment LLC
7050 South Union Park Center, Ste. 590
Midvale, UT 84047
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2010
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(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), (f) or (g), check the
following box [ ].
CUSIP No. - 26817Q506
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 1,056,632 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,056,632 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,056,632 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
OO
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 1,081,632 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,081,632 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,081,632 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON*
IN
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT HEDGED PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 62,501 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 62,501 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 62,501 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
PN
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 977,894 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 977,894 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 977,894 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT TOTAL RETURN PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 16,237 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,237 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 16,237 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
PN
The following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D
as specifically set forth herein.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated to read as follows:
This statement relates to shares of the Common Stock, par value $.01 (the
"Common Shares"), of Dynex Capital, Inc. (the "Issuer"). The Common Shares
reported in this statement include Common Shares issuable upon conversion of
the Issuer's Series D 9.50% Cumulative Convertible Preferred Stock, par value
$.01 (the "Preferred Shares"). Based on the Issuer's public filings, each
outstanding Preferred Share is currently convertible into one Common Share at
the option of the holder. The address of the principal executive offices of
the Issuer is 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Western Investment LLC, a Delaware limited
liability company ("WILLC"), Arthur D. Lipson, Western Investment Hedged
Partners LP, a Delaware limited partnership ("WIHP"), Western Investment
Institutional Partners LLC ("WIIP"), a Delaware limited liability company,
and Western Investment Total Return Partners LP ("WITRP"), a Delaware
limited partnership. Each of the foregoing is referred to as a "Reporting
Person" and collectively as the "Reporting Persons."
WILLC has sole voting and investment power over WIHP's, WIIP's and WITRP's
security holdings and Mr. Lipson, in his role as the managing member of
WILLC, controls WILLC's voting and investment decisions.
(b) The principal business address of each Reporting Person is 7050 South
Union Park Center, Suite 590, Midvale, UT 84047.
(c) The principal business of WILLC is acting as the managing member of WIIP
and the general partner of each of WIHP and WITRP. The principal occupation
of Arthur D. Lipson is acting as managing member of WILLC. The principal
business of WIHP, WIIP and WITRP is acquiring, holding and disposing of
investments in various companies.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 914,631 Common Shares beneficially owned
by WILLC (not including shares issuable upon conversion of Preferred Shares
beneficially owned by WILLC) is approximately $6,346,562. The aggregate
purchase price of the 142,001 Preferred Shares beneficially owned by WILLC is
approximately $1,466,172. The Common Shares and Preferred Shares beneficially
owned by WILLC were acquired with the investment funds of each of WIHP, WIIP
and WITRP. The aggregate purchase price of the 25,000 Common Shares owned
directly by Mr. Lipson is $141,500. The Common Shares owned directly by Mr.
Lipson were acquired with his personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Common Shares reported owned by each person
named herein is based upon 14,182,912 Common Shares outstanding as of March 1,
2010, as reported in the Issuer's Form 10-K, filed with the Securities and
Exchange Commission on March 8, 2010.
As of the close of business on March 8, 2010, WIHP, WIIP and WITRP beneficially
owned 62,501, 977,894 and 16,237 Common Shares, respectively, representing
approximately 0.4%, 6.8% and 0.1%, respectively, of the Common Shares
outstanding. The Common Shares beneficially owned by WIIP include 142,001
Common Shares that are issuable upon the conversion of Preferred Shares owned
by WIIP. WILLC beneficially owned 1,056,632 Common Shares, constituting
approximately 7.4% of the Common Shares outstanding. Mr. Lipson beneficially
owned 1,081,632 Common Shares, constituting approximately 7.6% of the Common
Shares outstanding. The Common Shares beneficially owned by Mr. Lipson consist
of the 1,056,632 Common Shares beneficially owned by WILLC and 25,000 Common
Shares owned directly by him.
As the managing member of WIIP and general partner of each of WIHP and WITRP,
WILLC may be deemed to beneficially own the 1,056,632 Common Shares beneficially
owned in the aggregate by WIHP, WIIP and WITRP. As the managing member of
WILLC, Mr. Lipson may be deemed to beneficially own the 1,056,632 Common Shares
beneficially owned by WILLC, in addition to the 25,000 Common Shares owned
directly by him.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive
power over the securities reported herein as beneficially owned by WIHP, WIIP
and WITRP by virtue of their respective positions as described in paragraph
(a). Mr. Lipson has sole voting and dispositive power over the securities
reported herein as owned directly by him.
(c) Schedule A annexed hereto lists all transactions in the Common Shares and
Preferred Shares during the past sixty days by the Reporting Persons. All of
such transactions were effected in the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and restated to read as follows:
On March 9, 2010, the Reporting Persons entered into a Joint Filing Agreement
in which the parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of the Issuer. Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement by and among Western Investment LLC, Arthur D.
Lipson, Western Investment Hedged Partners LP, Western Investment Institutional
Partners LLC and Western Investment Total Return Partners LP, dated March 9,
2010.
SIGNATURES
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 9, 2010 WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment LLC,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
By: Western Investment LLC,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN PARTNERS LP
By: Western Investment LLC,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
___________________________
ARTHUR D. LIPSON
SCHEDULE A
COMMON STOCK
Transaction Code Quantity Trade Date Price
WIHP Sell 3,875 1/11/2010 $9.1009
Sell 1,110 1/11/2010 $9.0823
Sell 1,100 1/12/2010 $9.1191
Sell 1,500 1/14/2010 $9.0747
Sell 2,955 1/14/2010 $9.0840
Sell 7,900 1/15/2010 $9.0861
Sell 646 1/15/2010 $9.0694
Sell 11,045 1/19/2010 $9.0865
Buy 5,715 1/21/2010 $9.0125
Buy 11,000 1/22/2010 $9.0080
Buy 800 1/25/2010 $9.0125
Buy 1,800 1/26/2010 $9.0125
Buy 400 1/27/2010 $9.0125
Buy 6,700 1/28/2010 $9.0125
Buy 1,400 1/29/2010 $9.0125
Buy 3,000 2/01/2010 $9.0125
Sell 13,718 2/25/2010 $9.0516
Sell 35,235 2/26/2010 $8.9955
Sell 2,300 3/02/2010 $8.9952
Sell 7,500 3/03/2010 $8.9967
Sell 10,100 3/04/2010 $8.9969
Sell 6,000 3/05/2010 $8.9975
Sell 3,400 3/08/2010 $8.9965
Sell 2,400 3/08/2010 $8.9965
WITRP Sell 1,905 3/03/2010 $8.9948
Sell 2,623 3/04/2010 $8.9955
Sell 1,601 3/05/2010 $8.9952
Sell 674 3/08/2010 $8.9941
Sell 868 3/08/2010 $8.9941