Filing Details

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(1) Based on the 22,857,513 shares of Common Stock, $0.01 par value per share (the “Common Stock”) of AG Mortgage Investment Trust, Inc. (the “Issuer”) issued and outstanding following the consummation of the Issuer’s public offering of Common Stock on November 22, 2021, as more fully described in the Issuer’s Prospectus Supplement dated November 17, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 19, 2021 (the “Prospectus”), and the Form 8-K of the Issuer filed with the SEC on November 22, 2021 (the “8-K”).

Item 1(a): Name of Issuer:

AG Mortgage Investment Trust, Inc., a Maryland corporation (the "Issuer").

Item 1(b): Address of Issuer's Principal Executive Offices:

The Issuer's principal executive offices are located at 245 Park Avenue, 26th Floor, New York, NY 10167.

Item 2(a): Name of Person Filing:

Item 2(b): Address of Principal Business Office or, if None, Residence:

The address of the principal business office of Hill Country, Master Fund, Mr. Olson and Mr. Kuhn is c/o Hill Country Asset Management L.P., 2770 US Highway 290, Dripping Springs, TX 78620.

Item 2(c): Citizenship:

Hill Country is organized as a limited partnership under the laws of the State of Delaware.  Master Fund is organized as an exempted limited partnership under the laws of the Cayman Islands. Each of Mr. Olson and Mr. Kuhn is a United States citizen.

Item 2(d): Title of Class of Securities:

Common Stock, $0.01 par value per share (the “Common Stock”).

Item 2(e): CUSIP Number:

001228105.

Item 4: Ownership:

A. Hill Country Asset Management, LP

(a) Amount beneficially owned: 1,882,468 shares of Common Stock.

(b) Percent of class: 8.236%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 22,857,513 shares of Common Stock issued and outstanding following the consummation of the Issuer’s public offering of Common Stock on November 22, 2021, as more fully described in the Issuer’s Prospectus Supplement dated November 17, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 19, 2021 (the “Prospectus”), and the Form 8-K of the Issuer filed with the SEC on November 22, 2021 (the “8-K”). All amounts reported in this Schedule 13G are as of the opening of the market on January 31, 2022.

(c) Number of shares as to which such person has:

B. Hill Country Special Opportunities Master Fund, LP

(a) Amount beneficially owned: 1,882,468 shares of Common Stock.

(b) Percent of class: 8.236%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 22,857,513 shares of Common Stock issued and outstanding following the consummation of the Issuer’s public offering of Common Stock on November 22, 2021, as more fully described in the Prospectus and the Form 8-K. All amounts reported in this Schedule 13G are as of the opening of the market on January 31, 2022.

(c) Number of shares as to which such person has:

C. Andrew W. Olson

(a) Amount beneficially owned: 1,882,468 shares of Common Stock.

(b) Percent of class: 8.236%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 22,857,513 shares of Common Stock issued and outstanding following the consummation of the Issuer’s public offering of Common Stock on November 22, 2021, as more fully described in the Prospectus and the Form 8-K. All amounts reported in this Schedule 13G are as of the opening of the market on January 31, 2022.

(c) Number of shares as to which such person has:

D. Steven L. Kuhn

(a) Amount beneficially owned: 1,882,468 shares of Common Stock.

(b) Percent of class: 8.236%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 22,857,513 shares of Common Stock issued and outstanding following the consummation of the Issuer’s public offering of Common Stock on November 22, 2021, as more fully described in the Prospectus and the Form 8-K. All amounts reported in this Schedule 13G are as of the opening of the market on January 31, 2022.

(c) Number of shares as to which such person has:

Item 5: Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☐

Item 6: Ownership of More than Five Percent on Behalf of Another Person:

Hill Country Special Opportunities Fund GP, LLC, a Delaware limited liability company, is the general partner of Master Fund and has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock held by Master Fund.  Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8: Identification and Classification of Members of the Group:

Not applicable.

Item 9: Notice of Dissolution of Group:

Not applicable.

Item 10: Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

[Signatures on following page]

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: January 31, 2022

	HILL COUNTRY ASSET MANAGEMENT, LP
		By: Hill Country Asset Management, LLC, its general partner
			By:	/s/ Shawn Wells
				Name:  Shawn Wells
				Title:  President and General Counsel
	HILL COUNTRY SPECIAL OPPORTUNITIES MASTER FUND, LP
		By: Hill Country Special Opportunities Fund GP, LLC, its general partner
			By:	/s/ Shawn Wells
				Name:  Shawn Wells
				Title:  President and General Counsel
	ANDREW W. OLSON
	By: /s/ Shawn Wells
	Name: Shawn Wells
	Title:  Attorney-in-Fact
	STEVEN L. KUHN
	By: /s/ Shawn Wells
	Name: Shawn Wells
	Title:  Attorney-in-Fact