EX-4.1



 Exhibit 4.1 

 

			
	Number	 	Shares

  

	
	SEE REVERSE FOR
	IMPORTANT NOTICE
	ON TRANSFER RESTRICTIONS
	AND OTHER INFORMATION


  

					
		 	 THIS CERTIFICATE IS TRANSFERABLE
 IN THE CITIES OF                            
           
	 	CUSIP 288578 107

 ELLINGTON RESIDENTIAL MORTGAGE REIT 

a Real Estate Investment Trust 
 Formed under the Laws of the State of Maryland 
 THIS CERTIFIES THAT 

is the owner of 
 fully paid and nonassessable
common shares of beneficial interest, $0.01 par value per share, of: 
 Ellington Residential Mortgage REIT 

a Maryland real estate investment trust (the “Trust”), transferable on the books of the Trust by the holder hereof in person or by its 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 of the provisions of the declaration of trust (the “Declaration of
Trust”) and Bylaws of the Trust and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
     IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed on its behalf by its duly authorized officers. 
 DATED                      

 

											
	Countersigned and Registered:	  		 	
	  
	  		 	[IMPRESSION OF	  		 	
		 	     Transfer Agent
     and Registrar
	  		 	TRUST SEAL]	  		 	  

Laurence E. Penn, President and Chief Executive Officer

						
	By:	 	  
	  		 		  		 	  

		 	Authorized Signature	  		 		  		 	Daniel R. Margolis, Secretary








 IMPORTANT NOTICE 

The Trust will furnish to any shareholder, on request and without charge, a full statement of the information required by
Section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and, if the Trust is authorized to issue any preferred or special class in series,
(i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety by reference to the Declaration of Trust of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the
Secretary of the Trust at its principal office or to the Transfer Agent. 
 The shares represented by this certificate are
subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”). Subject to certain further restrictions and except as expressly provided in the Declaration of Trust, (i) no Person may Beneficially or Constructively Own Equity Shares of the Trust in excess of the Share Ownership Limit
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 Equity Shares that would result in the Trust being “closely held” under
Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause the Trust to fail to qualify as a REIT; and (iii) no Person may Transfer Equity Shares if such
Transfer would result in Equity Shares of the Trust being owned by fewer than 100 Persons. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Equity Shares which will or may violate the above
limitations must immediately notify the Trust. If any of the restrictions on transfer or ownership are violated, the Equity Shares represented hereby will be automatically transferred to a Charitable Trust for the benefit of one or more Charitable
Beneficiaries. In addition, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. Each purchaser and subsequent transferee of Common Shares will be deemed to have
represented and warranted that its purchase of Common Shares will not constitute either a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or Section 4975 of
the Code or a violation of any other federal, state, local, non-U.S. or other laws or regulations applicable to such purchaser that contain one or more provisions that are substantially similar to the provisions of Title I of ERISA or
Section 4975 of the Code. All capitalized terms in this legend have the meanings defined in the Declaration of Trust, 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 Equity Shares of the Trust on request and without charge. Such request must be made to the Secretary of the Trust at its principal office. 
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN 
 OR DESTROYED, THE
TRUST WILL REQUIRE A BOND OF INDEMNITY AS A 
 CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 

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	 		 		 	    under Uniform Gifts to	 		 	
		 		 	of survivorship and not as tenants	 		 		 	    Minors Act of	 		 	
		 		 	in common	 		 		 	 	 		 	
		 		 		 		 		 	    (State)	 		 		 	


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

FOR VALUE RECEIVED,
                             HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 

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

 
 (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE) 

                        
                            
(                ) shares of beneficial interest of the Trust represented by this Certificate and do hereby irrevocably constitute and 

appoint
                                        
                                        
attorney to transfer the said shares on the books of the Trust, 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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.