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Brigade Capital Management, LP, et al. – ‘4’ for 7/11/23 re: Western Asset Mortgage Capital Corp.

On:  Thursday, 7/13/23, at 3:00pm ET   ·   For:  7/11/23   ·   As:  10% Owner   ·   Accession #:  919574-23-4078   ·   File #:  1-35543

Previous ‘4’:  ‘4’ on 5/23/22 for 4/27/22   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/13/23  Brigade Capital Management, LP    4          10% Owner   1:10K  Western Asset Mtge Capital Corp.  Seward & Kissel LLP
          Brigade Capital Management GP, LLC
          Morgan Donald E III

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     10K 
                Securities by an Insider -- ownership.xml/4.7


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden hours per response...0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BRIGADE CAPITAL MANAGEMENT, LP
  2. Issuer Name and Ticker or Trading Symbol
Western Asset Mortgage Capital Corp [WMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
399 PARK AVENUE, 16TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
7/11/23
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
 Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
6.75% Convertible Senior Notes due 2024 (1) $33.7952 7/11/23   S     3,090,000   (2) (3) 9/15/24Common Stock, $0.01 par value104,427 $2,781,00025,430,000ISee Footnote (4)

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10022		    X    
MORGAN DONALD E III
C/O BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10022		    X    
Brigade Capital Management GP, LLC
399 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10022		    X    

Signatures

 Brigade Capital Management, LP, /s/ Donald E. Morgan, III, Managing Member of its General Partner  7/13/23
**Signature of Reporting PersonDate

 /s/ Donald E. Morgan, III  7/13/23
**Signature of Reporting PersonDate

 Brigade Capital Management GP, LLC, /s/ Donald E. Morgan, III, Managing Member  7/13/23
**Signature of Reporting PersonDate

Explanation of Responses:

*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)The 6.75% Convertible Senior Notes due 2024 (the "Convertible Notes") bear interest at a rate of 6.75% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock, $0.01 par value at a conversion rate of approximately 33.7952 shares per $1,000 principal amount of Convertible Notes in accordance with the terms of the Convertible Notes.
(2)The Convertible Notes are exercisable at any time prior to the close of business on the business day immediately preceding June 15, 2024 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 110% of the conversion price on each applicable trading day; (see Footnote (3) continued below)
(3)(ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second business day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
(4)The reported securities are directly owned by an advisory client of Brigade Capital Management, LP. The reported securities may be deemed beneficially owned by Brigade Capital Management, LP, the investment manager of such advisory client, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC, each a Reporting Person. Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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