UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
April 6, 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 723,182 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 723,182 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 723,182 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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 748,182 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 748,182 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 748,182 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
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 21,201 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,201 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 21,201 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
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 696,431 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 696,431 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 696,431 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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 5,550 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 5,550 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
The following constitutes Amendment No. 3 to the Schedule 13D filed by the
undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D
as specifically set forth herein.
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 581,181 Common Shares beneficially owned
by WILLC (not including shares issuable upon conversion of Preferred Shares
beneficially owned by WILLC) is approximately $4,089,285. 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(a) 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 14,962,278 Common Shares outstanding as of March 23,
2010, as reported in the Issuer's Form DEF 14A, filed with the Securities and
Exchange Commission on April 1, 2010.
As of the close of business on April 6, 2010, WIHP, WIIP and WITRP beneficially
owned 21,201, 696,431 and 5,550 Common Shares, respectively, representing
approximately 0.1%, 4.6% and less than 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 723,182 Common Shares, constituting
approximately 4.8% of the Common Shares outstanding. Mr. Lipson beneficially
owned 748,182 Common Shares, constituting approximately 4.95% of the Common
Shares outstanding. The Common Shares beneficially owned by Mr. Lipson consist
of the 723,182 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 723,182 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 723,182 Common Shares
beneficially owned by WILLC, in addition to the 25,000 Common Shares owned
directly by him.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in the Common Shares and
Preferred Shares since the filing of Amendment No. 2 to the Schedule 13D.
All of such transactions were effected in the open market.
Item 5(e) is hereby amended and restated to read as follows:
(e) As of April 6, 2010, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the Shares of the Issuer.
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.
April 7, 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
Transactions in the Shares Since the Filing of Amendment
No. 2 to the Schedule 13D.
COMMON STOCK
Transaction Code Quantity Trade Date Price
WIIP Sell 22,356 3/24/2010 $9.2935
Sell 12,100 3/25/2010 $9.3089
Sell 6,500 3/26/2010 $9.2564
Sell 13,441 3/29/2010 $9.0231
Sell 12,616 3/30/2010 $9.0245
Sell 12,369 3/31/2010 $9.0640
Sell 13,400 4/01/2010 $9.0501
Sell 14,400 4/05/2010 $9.0682
Sell 15,700 4/06/2010 $9.0956