SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Anworth Mortgage Asset Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
037347101
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(CUSIP Number)
Brian Taylor
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2013
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. 037347101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,123,514
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,123,514
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,123,514
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 037347101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,123,514
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,123,514
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,123,514
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 037347101
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Item 1. Security and Issuer.
The name of the issuer is Anworth Mortgage Asset Corporation, a Maryland
corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 1299 Ocean Avenue, Second Floor, Santa Monica, California,
90401.
This schedule relates to the Issuer's Common Stock, $0.01 par value
(the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the "Investment Manager")
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the "Managing Member")
(each a "Reporting Person" and collectively the "Reporting Persons").
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, Suite 330,
Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. may be deemed to
beneficially own 9,123,514 Shares.
As of the date hereof, Brian Taylor may be deemed to beneficially
own 9,123,514 Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
Funds under the management of the Reporting Persons have periodically purchased
Shares of the Issuer based on their belief that the Shares, when purchased, were
undervalued and/or represented an attractive investment opportunity.
The Reporting Persons intend to review the investments by the funds in the
Issuer on a continuing basis. The Reporting Persons believe that the Issuer has
historically underperformed its peer group of real estate investment trusts that
invest in mortgage-backed securities and other applicable benchmarks.
The Reporting Persons may engage the Issuer in discussions intended to improve
the performance and increase shareholder value of the Shares. The Reporting
Persons may in the future take such actions with respect to the investments by
the funds in the Issuer as they deem appropriate, which may include proposing
one or more of the actions described in subsections (a) through (j) of Item 4
of Schedule 13D.
The Reporting Persons reserve the right to effect transactions that
would change the number of Shares of the Issuer they may be deemed
to beneficially own.
The Reporting Persons further reserve the right to act in concert with
any other shareholders of the Issuer, or other persons, for a common
purpose should it determine to do so, subject to the applicable
provisions of the governing documents of the Issuer, and/or to
recommend courses of action to the management, board of directors
and shareholders of the Issuer.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Pine River Capital Management L.P. may be
deemed to be the beneficial owner of 9,123,514 Shares, or 6.4% of the Shares
of the Issuer, based upon the 143,695,647 Shares issued and outstanding
according to the Form S-3 of the Issuer filed March 20, 2013.
Pine River Capital Management L.P. has the sole power to vote or direct the
vote of 0 Shares to which this filing relates; shares the power to vote or
direct the vote of the 9,123,514 Shares; has the sole power to dispose or
direct the disposition of 0 Shares; and shares the power to dispose or direct
the disposition of the 9,123,514 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its pecuniary
interest therein.
(a, b) As of the date hereof, Brian Taylor may be deemed to be the
beneficial owner of 9,123,514 Shares, or 6.4% of the Shares of the Issuer,
based upon the 143,695,647 Shares issued and outstanding according to the
Form S-3 of the Issuer filed March 20, 2013.
Brian Taylor has the sole power to vote or direct the vote of 0 Shares to
which this filing relates; shares the power to vote or direct the vote of the
9,123,514 Shares; has the sole power to dispose or direct the disposition of 0
Shares; and shares the power to dispose or direct the disposition of the
9,123,514 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
The Shares were acquired for investment purposes. The Reporting Persons may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case purchased in a private transaction with the Issuer, block
sales or purchases or otherwise, or may continue to hold the Shares. Moreover,
the Reporting Persons may engage in any or all of the items discussed in Item 4
above.
(c) See Exhibit B for schedule of transactions.
(d) Inapplicable
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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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.
April 1, 2013
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(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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Brian Taylor
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated April 1, 2013 relating
to the Common Stock, $0.01 par value of Anworth Mortgage Asset Corporation
shall be filed on behalf of the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES DURING THE PAST 60 DAYS
Transaction Quantity Price Trade Date Settlement Date
Type
Buy 25,000 6.3498 March 28, 2013 April 3, 2013
Buy 150,584 6.3184 March 22, 2013 March 27, 2013
Buy 50,000 6.335 March 22, 2013 March 27, 2013
Buy 16,800 6.3517 March 22, 2013 March 27, 2013
Buy 190,000 6.3518 March 22, 2013 March 27, 2013
Buy 150,000 6.37 March 22, 2013 March 27, 2013
Buy 215,616 6.3722 March 22, 2013 March 27, 2013
Buy 227,000 6.4007 March 22, 2013 March 27, 2013
Buy 54,829 6.2477 March 21, 2013 March 26, 2013
Buy 122,768 6.2504 March 21, 2013 March 26, 2013
Buy 12,200 6.205 March 20, 2013 March 25, 2013
Buy 150,000 6.2089 March 20, 2013 March 25, 2013
Buy 20,000 6.2358 March 20, 2013 March 25, 2013
Buy 817,800 6.2828 March 20, 2013 March 25, 2013
Sell (22,033) 6.0888 Feb. 25, 2013 Feb. 28, 2013