Item 3.02. Unregistered Sales of Equity Securities

On July 1, 2020, Western Asset Mortgage Capital Corporation (the "Company") issued an aggregate of 1,354,084 shares of its common stock, par value $0.01 per share (the "Common Stock"), in exchange for $5,000,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2022 (the "Notes") pursuant to separate privately negotiated exchange agreements entered into on July 1, 2020 (collectively, the "Exchange Agreement") between the Company and certain holders of the Notes. The Company will not receive any cash proceeds as a result of the Exchange Agreement, and the Notes exchanged pursuant to the Exchange Agreement will be retired and cancelled.

The Common Stock was issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933 for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses