EX-4.1



 Exhibit 4.1 

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER 

RESTRICTIONS AND OTHER INFORMATION 

CERTIFICATE OF STOCK 
 [LOGO] 

CHIMERA INVESTMENT CORPORATION 

INCORPORATED UNDER THE LAWS OF 

THE STATE OF MARYLAND 
  

			
	NUMBER	  	SHARES                        

 8.00% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK 

SEE REVERSE FOR 
 CERTAIN DEFINITIONS 

CUSIP 16934Q 307 
 THIS CERTIFIES THAT
                                         
is the owner of                     
                     FULLY PAID AND NONASSESSABLE SHARES OF THE 8.00% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE, OF CHIMERA
INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Charter and Bylaws of the Corporation, each as amended (copies of which are on file at the office of the Transfer Agent), to all of which
the holder of this Certificate by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 

Dated: **SPECIMEN** 
  

					
	[SEAL OF CHIMERA INVESTMENT CORPORATION]	 		 	
			
	  
	 		 	  

	CHIEF LEGAL OFFICER AND CORPORATE SECRETARY	 		 	CHIEF EXECUTIVE OFFICER AND PRESIDENT

 COUNTERSIGNED AND REGISTERED: 

COMPUTERSHARE TRUST COMPANY, N.A. 
 TRANSFER AGENT AND REGISTRAR

 BY 
 AUTHORIZED SIGNATURE 







 IMPORTANT NOTICE 

The shares represented by this certificate are subject to restrictions on beneficial and constructive ownership and transfer. Subject to
certain further restrictions and except as expressly provided in the corporation’s charter, during the period commencing on the initial date and prior to the restriction termination date (i) no person may beneficially or constructively own
shares of any class or series of the capital stock of the corporation in excess of nine and eight-tenths percent (9.8%) in value or in number of shares, whichever is more restrictive, of any class or series of capital stock of the corporation
unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (ii) no person may beneficially or constructively own shares of capital stock that would result in the corporation being “closely
held” under section 856(h) of the code; (iii) during the period commencing on the initial date and prior to the date the common stock qualifies as a class of publicly-offered securities, no person may transfer shares of capital stock that
would result in the capital stock of the corporation being beneficially owned by less than one hundred (100) persons (determined without reference to any rules of attribution); (iv) no person may beneficially own shares of capital stock
that would result in 25% or more of any class of capital stock being beneficially owned by one or more benefit plan investors, disregarding capital stock owned by controlling persons (other than controlling persons which are benefit plan investors);
and (v) during the period commencing on the initial date and prior to the date the common stock qualifies as a class of publicly-offered securities, no person may transfer shares of capital stock without obtaining from its transferee a
representation and agreement that (a) its transferee is not (and will not be), and is not acting on behalf of, a benefit plan investor or a controlling person and (b) such transferee will obtain from its transferee the representation and
agreement set forth in this clause (v) (including without limitation clauses (a) and (b)). Any person who beneficially or constructively owns or attempts to beneficially or constructively own shares of capital stock which causes or will
cause a person to beneficially or constructively own shares of capital stock in excess or in violation of the above limitations must immediately notify the corporation. If any of the restrictions on transfer or ownership in (i), (ii) and
(iii) above are violated, the shares of capital stock represented hereby will be automatically transferred to a trustee of a charitable trust for the benefit of one or more charitable beneficiaries. If, notwithstanding the foregoing sentence, a
transfer to the charitable trust is not effective for any reason to prevent a violation of the restrictions on transfer and ownership in (i), (ii) and (iii) above, then the attempted transfer of that number of shares of capital stock that
otherwise would cause any person to violate such restrictions shall be void ab initio. If any of the restrictions on transfer and ownership in (iv) and (v) above are violated, then the attempted transfer of that number of shares of capital
stock that otherwise would cause any person to violate such restrictions shall be void ab initio. If, notwithstanding the foregoing sentence, a purported transfer is not treated as being void ab initio for any reason, then the shares transferred in
such violation shall automatically be transferred to a charitable trust for the benefit of a charitable beneficiary, and the purported owner or transferee will acquire no rights in such shares. In addition, the corporation may redeem shares upon the
terms and conditions specified by the board of directors in its sole discretion if the board of directors determines that ownership or a transfer or other event may violate the restrictions described above. All capitalized terms in this legend have
the meanings defined in the charter of the corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of capital stock of the corporation on
request and without charge. Requests for such a copy may be directed to the secretary of the corporation at its principal office. 
 The
corporation will furnish to any stockholder of the corporation upon request and without charge a full statement of (1) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue; and (2) with respect to the classes of stock which may be issued in series, a full statement of (a) the
differences in the relative rights and preferences between the shares of each series to the extent they have been set; and (b) the authority of the board of directors to set the relative rights and preferences of subsequent series. 







 The following abbreviations, when used in the inscription on the face of this Certificate, shall
be construed as though they were written out in full according to applicable laws or regulations: 
  

			
	TEN COM — as tenants in common	  	UNIF GIFT MIN ACT-             Custodian             
	TEN ENT — as tenants by the entireties	  	                                      
  (Cust)                     (Minor)
	JT TEN — as joint tenants with right of survivorship and not as tenants in common	  	 Under Uniform Gifts to Minors
 Act
                    

		  	 (State)


 Additional abbreviations may also be used though not in the above list. 

 
  

FOR VALUE RECEIVED,
                                        
                     hereby sell, assign and 

transfer unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE 
  

                          
           
  

                          
                                         
                                         
                                     

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 

                          
                                         
                                         
                                     

                          
                                         
                                         
                 Shares of the 8.00% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK represented by the within Certificate, and do hereby irrevocably constitute and
appoint 

                          
                                         
                                  Attorney to transfer the said stock on the
books of the within-named Corporation with full power of substitution in the premises. 
 Dated
                                         
        
 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 
 Signature(s) Guaranteed: 

 

                          
                                       

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.