UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment #1)





QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2014





Commission file number 001-35260








AMERICAN CAPITAL MORTGAGE INVESTMENT CORP.


(Exact name of registrant as specified in its charter)





Maryland45-0907772(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)


2 Bethesda Metro Center


14th Floor


Bethesda, Maryland 20814


(Address of principal executive offices)





(301) 968-9220


(Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter earlier period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes ý No  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerýAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller Reporting Companyo


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No ý


The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of May 1, 2014 was 51,142,063 .








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EXPLANATORY NOTE





On May 9, 2014, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely to amend the signature page of the Original Filing to provide the conformed signature, which was inadvertently omitted from the Original Filing.  The original signature page was fully executed on May 9, 2014 and was in our possession at the time of filing the Original Filing.  As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are also filing new certifications under Section 302(a) of the Sarbanes-Oxley Act of 2002, although there has been no change in these certifications, other than the date thereof, from those filed with the Original Filing.





Except as described above, this Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred subsequent to such original filing date, and does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the date of the Original Filing.





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Item 6. Exhibits


Exhibit No.Description31.1Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2Certification of CFO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).32Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).











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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





American Capital Mortgage Investment Corp.By:/s/    MALON WILKUSMalon WilkusChief Executive Officerand Chair of the Board





Date: May 12, 2014