UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 22, 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 846,064 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 846,064 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 846,064 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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 871,064 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 871,064 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 871,064 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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 819,313 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 819,313 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 819,313 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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. 2 to the Schedule 13D filed by the
undersigned ("Amendment No. 2"). This Amendment No. 2 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 704,063 Common Shares beneficially owned
by WILLC (not including shares issuable upon conversion of Preferred Shares
beneficially owned by WILLC) is approximately $4,915,671. 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 14,182,912 Common Shares outstanding as of March 1,
2010, as reported in the Issuer's Form 10-K, filed with the Securities and
Exchange Commission on March 8, 2010.
As of the close of business on March 23, 2010, WIHP, WIIP and WITRP beneficially
owned 21,201, 819,313 and 5,550 Common Shares, respectively, representing
approximately 0.1%, 5.7% 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 846,064 Common Shares, constituting
approximately 5.9% of the Common Shares outstanding. Mr. Lipson beneficially
owned 871,064 Common Shares, constituting approximately 6.1% of the Common
Shares outstanding. The Common Shares beneficially owned by Mr. Lipson consist
of the 846,064 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 846,064 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 846,064 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. 1 to the Schedule 13D.
All of such transactions were effected in the open market.
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.
March 24, 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. 1 to the Schedule 13D.
COMMON STOCK
Transaction Code Quantity Trade Date Price
WIHP Sell 9,700 3/09/2010 $8.9979
Sell 7,400 3/10/2010 $8.9967
Sell 24,200 3/11/2010 $8.9972
WIIP Sell 12,139 3/12/2010 $8.9974
Sell 400 3/15/2010 $8.9974
Sell 2,760 3/16/2010 $8.9974
Sell 1,100 3/17/2010 $9.0156
Sell 13,300 3/18/2010 $9.0821
Sell 8,300 3/19/2010 $9.1030
Sell 89,248 3/22/2010 $9.2716
Sell 31,334 3/23/2010 $9.2833
WITRP Sell 2,478 3/09/2010 $8.9964
Sell 1,890 3/10/2010 $8.9947
Sell 6,319 3/11/2010 $8.9966