UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No 2)*
 
Two Harbors Investment Corp.
(Name of Issuer)
 
Warrants
(Title of Class of Securities)
 
90187B101
(CUSIP Number)
 
Alexander H. McMillan, Esq.
c/o Loeb Partners Corporation
61 Broadway, New York, N.Y. 10006 (212) 483-7069
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 31, 2009
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[  ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[  ] Rule 13d-1(d)
 
*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 disclosures provided in a prior cover page.
 



 
 
 


CUSIP No.
90187B101
   
1. Name of Reporting Person
Loeb Arbitrage Management LP
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
5. Sole Voting Power
-0-
   
6. Shared Voting Power
95,539
   
7. Sole Dispositive Power
-0-
   
8. Shared Dispositive Power
95,539
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
95,539
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
0.66%
   
12. Type of Reporting Person
IA
   


 
 
 


CUSIP No.
90187B101
   
1. Name of Reporting Person
Loeb Arbitrage Fund
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Citizenship or Place of Organization
New York
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
5. Sole Voting Power
775,729
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
775,729
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
775,729
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
5.32%
   
12. Type of Reporting Person
PN
   

 
 
 


CUSIP No.
90187B101
   
1. Name of Reporting Person
Loeb Offshore Fund Ltd.
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Citizenship or Place of Organization
Cayman Islands
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
5. Sole Voting Power
75,903
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
75,903
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
75,903
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
0.52%
   
12. Type of Reporting Person
CO
   


 
 
 


CUSIP No.
90187B101
   
1. Name of Reporting Person
Loeb Marathon Fund LP
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
5. Sole Voting Power
168,405
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
168,405
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
168,405
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
1.16%
   
12. Type of Reporting Person
PN
   


 
 
 


CUSIP No.
90187B101
   
1. Name of Reporting Person
Loeb Marathon Offshore Fund, Ltd.
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Citizenship or Place of Organization
Cayman Islands
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
5. Sole Voting Power
83,261
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
83,261
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
83,261
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
0.57%
   
12. Type of Reporting Person
CO
   


* Percentage of ownership based on 13,379,209 shares outstanding as reported in Two Harbors Investment Corp. 10-Q dated December 11, 2009 and 1,198,837 Warrants reported herein.

 
 
 


Item 1(a).
Name of Issuer
   
Two Harbors Investment Corp.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
601 Carlson Parkway, Suite 330
Minnetonka, MN 55305
   
Item 2(a).
Name of Person(s) Filing
   
Loeb Arbitrage Management LP (“LAM”)
Loeb Arbitrage Fund (“LAF”)
Loeb Offshore Fund Ltd. (“LOF”)
Loeb Marathon Fund LP (“LMF”)
Loeb Marathon Offshore Fund, Ltd. (“LMOF”)
   
Item 2(b).
Address of Principal Business Office
   
All filing person(s) and associated investment advisors referenced herein are located at:
61 Broadway, 24th Floor
New York, NY 10006
   
Item 2(c)
Citizenship or Place of Organization
     
LAM is a limited partnership organized under the laws of the State of Delaware.
 
LAF is a limited partnership organized under the laws of the State of New York
 
LOF is a Cayman Islands exempted company.
 
LMF is a limited partnership organized under the laws of the State of Delaware.
 
LMOF is a Cayman Islands exempted company.
 
   
Item 2(d).
Title of Class of Securities
   
 
Warrants
   
Item 2(e).
CUSIP Number:
   
 
90187B101

 
 
 


   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing a:

(a) [  ] A broker or dealer under Section 15 of the 1934 Act
(b) [  ] A bank as defined in Section 3(a)(6) of the 1934 Act
(c)  [  ] An insurance company as defined in Section 3(a) (19) of the 1934 Act
(d) [  ] An investment company registered under Section 8 of the Investment Company Act of 1940
(e) [  ] An investment advisor in accordance with  Rule 13d-1(b)(1)(ii)(E)
(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(i) [  ] A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940
(j) [  ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)


   
Item 4.
Ownership
   
(a)
Amount Beneficially Owned:
   
 
See Item 9 of cover pages.
   
(b)
Percent of Class:
   
 
See Item 11 of cover pages.
   
(c)
Number of shares as to which the person has:
   
 
(i)
sole power to vote or to direct the vote
 
(ii)
shared power to vote or to direct the vote
 
(iii)
sole power to dispose or to direct the disposition
 
(iv)
shared power to dispose or to direct the disposition
     
 
See Items 5-8 of cover pages.
   
Item 5.
Ownership of Five Percent or Less of a Class
   
 
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 [  ].

 
 
 


   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
Not Applicable.
   
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person
   
 
Not Applicable.
   
Item 8.
Identification and Classification of Members of the Group
   
 
LAM is a registered investment adviser.  LAM may invest on behalf of itself and clients for which it has investment discretion.
 
LAF’s general partner is LAM.   
 
LOF’s registered investment advisor is Loeb Offshore Management LP (“LOM”), a Delaware limited partnership.
 
LMF’s investment advisor is LAM.
 
LMOF’s investment advisor is LOM.
   
Item 9.
Notice of Dissolution of Group
   
 
Not applicable.
   
Item 10.
Certification
   
 
Not applicable.
   

 
 
 

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.
   
LOEB ARBITRAGE MANAGEMENT LP
     
     
Date:  February 12, 2010
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB ARBITRAGE FUND
   
By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
     
     
Date: February 12, 2010
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB OFFSHORE FUND LTD.
     
     
Date: February 12, 2010
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB MARATHON FUND LP
   
By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
     
     
Date: February 12, 2010
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB MARATHON OFFSHORE FUND, LTD.
     
     
     
Date: February 12, 2010
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President