SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 29, 2009
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 6)1
Dynex
Capital, Inc.
(Name of
Issuer)
Common Stock, par value
$0.01 per
share
(Title of
Class of Securities)
26817Q506
(CUSIP
Number)
Jay
Buck
Demeter
Asset Management, Inc.
35 Mason
Street, Greenwich, CT 06830
(203)
625-0047
Authorized
to Receive Notices and Communications)
May 14,
2009
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall 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 liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 26817Q506
|
1
|
NAME
OF REPORTING PERSON
ROCKWOOD
PARTNERS, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
624,7331
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
624,7331
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,7331
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
1 Includes
165,433 shares of Series D Preferred Stock which are currently convertible on a
one-for-one basis into shares of Common Stock.
2
CUSIP
NO. 26817Q506
|
1
|
NAME
OF REPORTING PERSON
Rockwood
Asset Management, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
624,7331
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
624,7331
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,7331
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
1 Includes
165,433 shares of Series D Preferred Stock which are currently convertible on a
one-for-one basis into shares of Common Stock.
3
CUSIP
NO. 26817Q506
|
1
|
NAME
OF REPORTING PERSON
Demeter
Asset Management, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
624,7331
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
624,7331
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,7331
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
1 Includes
165,433 shares of Series D Preferred Stock which are currently convertible on a
one-for-one basis into shares of Common Stock.
4
CUSIP
NO. 26817Q506
|
1
|
NAME
OF REPORTING PERSON
Jay
Buck
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
624,7331
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
624,7331
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,7331
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 Includes
165,433 shares of Series D Preferred Stock which are currently convertible on a
one-for-one basis into shares of Common Stock.
5
CUSIP
NO. 26817Q506
The
following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D
filed by the undersigned. This Amendment No. 6 amends the Schedule
13D as specifically set forth.
|
Item
3.
|
Source and Amount of
Funds or Other Consideration
|
Item 3 is
hereby amended to and restated as follows:
The
Reporting Persons used approximately $2,080,690 in the aggregate to purchase the
Securities reported on this statement. Such consideration came from
the assets of Rockwood Partners and not the assets of Demeter, RAM or Mr.
Buck. None of the funds used to purchase the Securities were borrowed
funds.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 is
hereby amended and restated to read as follows:
The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon (i) 13,059,762 shares of Common Stock outstanding, as
of April 30, 2009, and (ii) 4,221,539 shares of Series D Preferred Stock
outstanding, which are the total number of shares of Common Stock and Series D
Preferred Stock outstanding as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on May 11,
2009.
A. Rockwood
Partners
|
|
(a)
|
As
of the close of business on May 26, 2009, Rockwood Partners beneficially
owned 624,733 shares of Common Stock (including 165,433 shares of Series D
Preferred Stock which are currently convertible on a one-for-one basis
into shares of Common Stock, or approximately 3.91% of the outstanding
shares of Series D Preferred
Stock).
|
Percentage:
Approximately 4.72%
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
|
2. Shared
power to vote or direct vote:
624,733
|
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
|
4. Shared
power to dispose or direct the disposition:
624,733
|
|
|
(c)
|
The
transactions in the Securities by Rockwood Partners during the past 60
days are set forth in Schedule A and are incorporated herein by
reference.
|
|
B.
|
RAM
|
|
|
(a)
|
As
the general partner of Rockwood Partners, RAM may be deemed the beneficial
owner of the 624,733 shares of Common Stock (including 165,433 shares of
Series D Preferred Stock which are currently convertible on a one-for-one
basis into shares of Common Stock, or approximately 3.91% of the
outstanding shares of Series D Preferred Stock) owned by Rockwood
Partners.
|
Percentage:
Approximately 4.72%
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
|
2. Shared
power to vote or direct vote:
624,733
|
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
|
4. Shared
power to dispose or direct the disposition:
624,733
|
6
CUSIP
NO. 26817Q506
|
|
(c)
|
RAM
has not entered into any transactions in the Securities during the past 60
days. The transactions in the Securities during the past 60
days on behalf of Rockwood Partners are set forth on Schedule A and
incorporated herein by reference.
|
|
C.
|
Demeter
|
|
|
(a)
|
Demeter,
an affiliate of RAM responsible for providing certain management services
to Rockwood Partners, may be deemed the beneficial owner of the 624,733
shares of Common Stock (including 165,433 shares of Series D Preferred
Stock which are currently convertible on a one-for-one basis into shares
of Common Stock, or approximately 3.91% of the outstanding shares of
Series D Preferred Stock) owned by Rockwood
Partners.
|
Percentage:
Approximately 4.72%.
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
|
2. Shared
power to vote or direct vote:
624,733
|
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
|
4. Shared
power to dispose or direct the disposition:
624,733
|
|
|
(c)
|
Demeter
has not entered into any transactions in the Securities during the past 60
days. The transactions in the Securities during the past 60
days on behalf of Rockwood Partners are set forth on Schedule A and
incorporated herein by reference.
|
|
D.
|
Mr.
Buck
|
|
|
(a)
|
As
the sole stockholder, President and director of Demeter and RAM, Mr. Buck
may be deemed the beneficial owner of the 624,733 shares of Common Stock
(including 165,433 shares of Series D Preferred Stock which are currently
convertible on a one-for-one basis into shares of Common Stock, or
approximately 3.91% of the outstanding shares of Series D Preferred Stock)
owned by Rockwood Partners.
|
Percentage:
Approximately 4.72%.
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
|
2. Shared
power to vote or direct vote:
624,733
|
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
|
4. Shared
power to dispose or direct the disposition:
624,733
|
|
|
(c)
|
Mr.
Buck has not entered
into any transactions in the Securities during the past 60
days. The transactions in the Securities during the past 60
days on behalf of Rockwood Partners are set forth on Schedule A and
incorporated herein by reference.
|
|
|
(d)
|
Rockwood
Partners has the sole right to receive and the sole power to direct the
receipt of dividends from the
Securities.
|
|
|
(e)
|
As
of May 26, 2009, the Reporting Persons ceased
to be beneficial owners of more than 5% of the securities of the
Issuer.
|
7
CUSIP
NO. 26817Q506
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.
Dated:
May 29, 2009
|
ROCKWOOD
PARTNERS, L.P.
|
|||
|
By:
|
Rockwood
Asset Management, Inc.,
its
general partner
|
||
|
By:
|
/s/ Jay Buck | ||
|
Name:
|
Jay
Buck
|
||
|
Title:
|
President
|
||
|
ROCKWOOD
ASSET MANAGEMENT, INC.
|
|||
|
By:
|
/s/
Jay Buck
|
||
|
Name:
|
Jay
Buck
|
||
|
Title:
|
President
|
||
|
DEMETER
ASSET MANAGEMENT, INC.
|
|||
|
By:
|
/s/
Jay Buck
|
||
|
Name:
|
Jay
Buck
|
||
|
Title:
|
President
|
||
|
/s/
Jay Buck
|
|
|
JAY
BUCK
|
8
CUSIP
NO. 26817Q506
SCHEDULE
A
Transactions in the
Securities During the Past 60 Days
|
Shares
of Common Stock
Sold
|
Price
Per
Share ($)
|
Date
of
Sale
|
ROCKWOOD PARTNERS,
L.P.
|
1,000
|
7.3500
|
5/12/2009
|
|
|
43,100
|
7.3500
|
5/14/2009
|
|
|
100
|
7.3600
|
5/14/2009
|
|
|
5,500
|
7.3700
|
5/14/2009
|
|
|
23,300
|
7.4000
|
5/14/2009
|
|
|
3,800
|
7.4100
|
5/14/2009
|
|
|
200
|
7.4200
|
5/14/2009
|
|
|
1,700
|
7.4100
|
5/15/2009
|
|
|
1,500
|
7.4200
|
5/15/2009
|
|
|
200
|
7.4300
|
5/15/2009
|
|
|
10,200
|
7.4500
|
5/15/2009
|
|
|
1,200
|
7.4600
|
5/15/2009
|
|
|
400
|
7.4700
|
5/15/2009
|
|
|
300
|
7.4800
|
5/15/2009
|
|
|
7,600
|
7.4400
|
5/19/2009
|
|
|
3,500
|
7.4500
|
5/19/2009
|
|
|
2,500
|
7.4600
|
5/19/2009
|
|
|
5,500
|
7.4700
|
5/19/2009
|
|
|
2,870
|
7.4800
|
5/19/2009
|
|
|
3,170
|
7.4900
|
5/19/2009
|
|
|
200
|
7.5000
|
5/19/2009
|
|
|
5,560
|
7.5000
|
5/20/2009
|
|
|
400
|
7.5005
|
5/20/2009
|
|
|
2,000
|
7.5500
|
5/20/2009
|
|
|
2,500
|
7.6000
|
5/20/2009
|
|
|
2,500
|
7.6500
|
5/20/2009
|
|
|
2,500
|
7.7000
|
5/20/2009
|
|
|
1,100
|
7.7300
|
5/20/2009
|
|
|
1,300
|
7.7400
|
5/20/2009
|
|
|
14,475
|
7.7500
|
5/20/2009
|
|
|
400
|
7.7505
|
5/20/2009
|
|
|
4,025
|
7.8000
|
5/20/2009
|
|
|
700
|
7.7600
|
5/21/2009
|
|
|
700
|
7.7800
|
5/22/2009
|
|
|
3,100
|
7.8000
|
5/22/2009
|
|
|
400
|
7.8002
|
5/22/2009
|
|
|
10,600
|
7.8300
|
5/22/2009
|
|
|
1,000
|
7.8500
|
5/22/2009
|
|
|
400
|
7.8600
|
5/22/2009
|
|
|
4,000
|
7.8000
|
5/26/2009
|
9
CUSIP
NO. 26817Q506
|
1,000
|
7.8300
|
5/26/2009
|
|
|
1,000
|
7.8600
|
5/26/2009
|
|
|
6,000
|
7.8800
|
5/26/2009
|
|
|
6,000
|
8.0100
|
5/26/2009
|
|
|
10,300
|
8.0400
|
5/26/2009
|
|
|
400
|
8.0401
|
5/26/2009
|
|
|
400
|
8.0402
|
5/26/2009
|
|
|
5,300
|
8.0500
|
5/26/2009
|
|
|
400
|
8.0501
|
5/26/2009
|
|
|
6,000
|
8.0600
|
5/26/2009
|
|
|
3,100
|
8.0700
|
5/26/2009
|
|
|
17,900
|
8.0800
|
5/26/2009
|
|
|
1,200
|
8.0900
|
5/26/2009
|
|
|
1,000
|
8.1000
|
5/26/2009
|
|
|
3,600
|
8.1100
|
5/26/2009
|
|
|
10,000
|
8.1300
|
5/26/2009
|
|
|
800
|
8.1400
|
5/26/2009
|
|
|
1,900
|
8.1700
|
5/26/2009
|
10