(Amendment No. )*
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required
in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brigade Capital Management, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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10,138,560 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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10,138,560
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,138,560
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.29% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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(1) Represents the number of shares of common stock,
par value $0.01 per share (the “Shares”) of the Issuer that is issuable upon conversion of $30,000,000 principal amount of
the Issuer’s 6.75% Convertible Senior Notes due 2024 (the “6.75% Notes”) held by the Reporting Person, at a conversion
rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
(2) Calculations of percentage ownership in this Schedule
13G is based on an aggregate of 70,951,261 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer,
consisting of (i) 60,812,701 Shares outstanding as of August 3, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q
filed with the United States Securities Exchange Commission (the “SEC”) on August 4, 2021 and (ii) 10,138,560 Shares issuable
upon conversion of all of the 6.75% Convertible Senior Notes due 2024 (the “Notes”) held by the Reporting
Persons at a conversion rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brigade Capital Management GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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10,138,560 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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10,138,560
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,138,560
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.29% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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(1) Represents the number of shares of common stock,
par value $0.01 per share (the “Shares”) of the Issuer that is issuable upon conversion of $30,000,000 principal amount of
the Issuer’s 6.75% Convertible Senior Notes due 2024 (the “6.75% Notes”) held by the Reporting Person, at a conversion
rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
(2) Calculations of percentage ownership in this Schedule
13G is based on an aggregate of 70,951,261 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer,
consisting of (i) 60,812,701 Shares outstanding as of August 3, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q
filed with the United States Securities Exchange Commission (the “SEC”) on August 4, 2021 and (ii) 10,138,560 Shares issuable
upon conversion of all of the 6.75% Convertible Senior Notes due 2024 (the “Notes”) held by the Reporting
Persons at a conversion rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brigade Structured Credit Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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5,069,280 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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5,069,280
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,069,280
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.69% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Represents the number of shares of common stock,
par value $0.01 per share (the “Shares”) of the Issuer that is issuable upon conversion of $15,000,000 principal amount of
the Issuer’s 6.75% Convertible Senior Notes due 2024 (the “6.75% Notes”) held by the Reporting Person, at a conversion
rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
(2) Calculations of percentage ownership in this Schedule
13G is based on an aggregate of 65,881,981 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer,
consisting of (i) 60,812,701 Shares outstanding as of August 3, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q
filed with the United States Securities Exchange Commission (the “SEC”) on August 4, 2021 and (ii) 5,069,280 Shares issuable
upon conversion of all of the 6.75% Convertible Senior Notes due 2024 (the “Notes”) held by the Reporting Persons at
a conversion rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Donald E. Morgan, III
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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10,138,560 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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10,138,560
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,138,560
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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14.29% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) Represents the number of shares of common stock,
par value $0.01 per share (the “Shares”) of the Issuer that is issuable upon conversion of $30,000,000 principal amount of
the Issuer’s 6.75% Convertible Senior Notes due 2024 (the “6.75% Notes”) held by the Reporting Person, at a conversion
rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
(2) Calculations of percentage ownership in this Schedule
13G is based on an aggregate of 70,951,261 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer,
consisting of (i) 60,812,701 Shares outstanding as of August 3, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q
filed with the United States Securities Exchange Commission (the “SEC”) on August 4, 2021 and (ii) 10,138,560 Shares issuable
upon conversion of all of the 6.75% Convertible Senior Notes due 2024 (the “Notes”) held by the Reporting
Persons at a conversion rate for 6.75% Notes of 337.9520 Shares per $1,000 principal amount of 6.75% Notes.
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Item 1.
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(a).
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Name of Issuer:
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Western Asset Mortgage Capital Corp.
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(b).
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Address of Issuer's Principal Executive Offices:
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385 East Colorado Boulevard
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Pasadena, California 91101
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Item 2.
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(a) – (c)
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Name, Principal Business Address, and Citizenship of Persons Filing:
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Brigade Capital Management, LP – Delaware
Brigade Capital Management GP, LLC – Delaware
Brigade Structured Credit Fund Ltd. – Cayman
Islands
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Donald E. Morgan, III – U.S.A.
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Brigade Capital Management, LP, Brigade Capital Management
GP, LLC and Donald E. Morgan, III:
399 Park Avenue, 16th Floor
New York, New York 10022
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United States of America
Brigade Structured Credit Fund Ltd.
c/o Intertrust Corporate Services (Cayman) Limited
One Nexus Way
Camana Bay
Grand Cayman KY1-9005
Cayman Islands
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(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
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(e).
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CUSIP Number:
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95790D105
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Item 3.
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If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Brigade Capital Management, LP – 10,138,560
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Brigade Capital Management GP, LLC – 10,138,560
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Brigade Structured Credit Fund Ltd. - 5,069,280
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Donald E. Morgan, III – 10,138,560
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(b)
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Percent of class:
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Brigade Capital Management, LP – 14.29%
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Brigade Capital Management GP, LLC – 14.29%
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Brigade Structured Credit Fund Ltd. – 7.69%
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Donald E. Morgan, III – 14.29%
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I
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Brigade Capital Management, LP – 0
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Brigade Capital Management GP, LLC – 0
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Brigade Structured Credit Fund Ltd. – 0
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Donald E. Morgan, III – 0
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(ii)
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Shared power to vote or to direct the vote
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Brigade Capital Management, LP – 10,138,560
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Brigade Capital Management GP, LLC – 10,138,560
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Brigade Structured Credit Fund Ltd. - 5,069,280
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Donald E. Morgan, III – 10,138,560
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(iii)
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Sole power to dispose or to direct the disposition of
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Brigade Capital Management, LP – 0
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Brigade Capital Management GP, LLC – 0
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Brigade Structured Credit Fund Ltd. – 0
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Donald E. Morgan, III – 0
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(iv)
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Shared power to dispose or to direct the disposition of
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Brigade Capital Management, LP – 10,138,560
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Brigade Capital Management GP, LLC – 10,138,560
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Brigade Structured Credit Fund Ltd. - 5,069,280
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Donald E. Morgan, III – 10,138,560
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 five percent of the class of securities, check the following [_].
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N/A
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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N/A
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Item 10.
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Certification.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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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.
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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.
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September 20, 2021
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(Date)
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Brigade Capital Management, LP
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By: /s/ Donald E. Morgan, III
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(Signature)
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Managing Member of its General Partner
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(Name/Title)
Brigade Capital Management GP, LLC
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/s/ Donald E. Morgan, III
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(Signature)
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Managing Member
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(Name/Title)
Brigade Structured Credit Fund Ltd.
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By: /s/ Donald E. Morgan, III
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(Signature)
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Director
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(Name/Title)
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/s/ Donald E. Morgan, III
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(Signature)
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*The Reporting Persons specifically disclaim
beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are
to be sent.
Attention. Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
AGREEMENT
The undersigned agree that
this Schedule 13G dated September 20, 2021 relating to the Common Stock, par value $0.01 per share of Western Asset Mortgage Capital Corp.
shall be filed on behalf of the undersigned.
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September 20, 2021
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(Date)
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Brigade Capital Management, LP
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By: /s/ Donald E. Morgan, III
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(Signature)
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Managing Member of its General Partner
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(Name/Title)
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Brigade Capital Management GP, LLC
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/s/ Donald E. Morgan, III
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(Signature)
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Managing Member
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(Name/Title)
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Brigade Structured Credit Fund Ltd.
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By: /s/ Donald E. Morgan, III
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(Signature)
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Director
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(Name/Title)
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/s/ Donald E. Morgan, III
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(Signature)
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