UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

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OMB Number:  3235-0101

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SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION

Two Harbors Investment Corp.

27-0312904

001-34506

1 (d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

590 Madison Avenue, 36th Floor 

New York

NY

10022

AREA
CODE

NUMBER

612

629-2500

2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b)

RELATIONSHIP TO ISSUER

(c)

ADDRESS STREET

CITY

STATE

ZIP CODE

Rebecca B. Sandberg

Officer

590 Madison Avenue, 36th Floor 

New York

NY

10022

3(a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the
Class of
Securities
To Be Sold

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))

Aggregate
Market
Value
(See instr. 3(d))

Number of Shares
or Other Units
Outstanding
(See instr. 3(e))

Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

Name of Each
Securities
Exchange
(See instr. 3(g))

Broker-Dealer
File Number

Common Stock

TD Ameritrade, Inc.

200 South 108th Avenue

Omaha, NE 68154

9,400

$147,956 as of 1/25/2018 based on $15.74 closing price on NYSE

174,489,081 at 11/7/2017

1/29/2018

NYSE

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Issuer’s telephone number, including area code

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

(b)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(c)

Such person’s address, including zip code

Title of the Class

Date you Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

Amount of Securities Acquired

Date of Payment

Nature of Payment

Common Stock

1/27/2016
1/26/2017

Restricted Stock Award, granted pursuant to Issuer's Second Restated 2009 Equity Incentive Plan

Two Harbors Investment Corp.

4,700
4,700

n/a

n/a

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.