SEC Filing | AGNC Investment Corp.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPARK FRANCES

(Last)

(First)

(Middle)

2 BETHESDA METRO CENTER

12TH FLOOR

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGNC Investment Corp. [ AGNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	04/22/2021		A		8,481	A	⁽¹⁾	24,636⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the Reporting Person under the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan. The awards were received as a grant for no consideration. The Common Stock underlying the RSUs will vest, subject to certain limitations, on the earlier of (i) April 22, 2022 or (ii) the next annual meeting of stockholders.

2. Includes 1,042 dividend equivalent restricted stock units received on previously granted RSU awards since the Reporting Person's last Form 4 filing.

	/s/ Kenneth L. Pollack, as Attorney-in-Fact	04/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.




Power of Attorney



 Know all by these presents, that the undersigned hereby constitutes and appoints

each of Peter Federico, Kenneth L. Pollack, and Kasey Reisman, as the undersigned?s

true and lawful attorney-in-fact to execute and file on behalf of the undersigned in the

undersigned?s capacity as a Director and/or Officer of AGNC Investment Corp. (?AGNC?) all

necessary and/or required applications, reports, registrations, information, documents and

instruments filed or required to be filed by AGNC or the undersigned with the Securities and

Exchange Commission (?SEC?), any stock exchanges or any governmental official or agency,

including without limitation:



1) execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder and a Form ID,

Uniform Application for Access codes to file on EDGAR, if necessary;



2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Form 3, 4, 5 or Form ID and timely file such Forms 3, 4, 5 or Form ID,

including amendments thereto;



3) execute and file Form 144 in accordance with Rule 144 of the Securities

Act of 1933, as amended, and the rules thereunder;



4) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Form 144 and timely file such Form 144;



5) execute and file Schedules 13D and 13G in accordance with all applicable

laws;



6) take any other action of any type whatsoever in connection with the

foregoing, which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-

fact may approve in such attorney-in-fact?s discretion.



[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]







 The undersigned hereby grants to such attorney-in-fact full power and authority to

do and perform any and every act and thing whatsoever requisite, necessary, or proper to

be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall lawfully do or

cause to be done by virtue of this Power of Attorney and the rights and powers herein

granted.  Each of the attorneys-in-fact named herein shall have the power to act

hereunder with or without the other.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not

assuming, nor is AGNC assuming, any of the undersigned?s responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed on the date set forth below.



Signature /s/

Date 8/28/19





Frances Spark





Signature Page to Power of Attorney