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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOEPPEN MATTHEW
   2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP. [TWO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
(Last)
(First)
(Middle)
601 CARLSON PARKWAY, SUITE 1400		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2021
(Street)

MINNETONKA, MN 55305		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common stock, par value $0.01 per share 01/29/2021   S(1)   2,583 (2) D $ 6.0265 (3) 166,879 D  
Common stock, par value $0.01 per share 02/01/2021   S(1)   15,808 (2) D $ 6.0833 (4) 151,071 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOEPPEN MATTHEW
601 CARLSON PARKWAY
SUITE 1400
MINNETONKA, MN 55305		       Chief Investment Officer  

Signatures

 /s/ Matthew Koeppen   02/02/2021
**Signature of Reporting Person Date

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 transaction reported on this Form 4 was effected pursuant to trading instructions given by the reporting person on November 8, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
(2) The reporting person sold the shares to satisfy income tax liabilities incurred as a result of the vestings on January 28, 2021 and January 29, 2021 of restricted stock awards previously granted to the reporting person.
(3) Per share price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $5.95 to $6.07. The reporting person undertakes to provide, upon request, full information regarding the shares sold in such transactions.
(4) Per share price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $6.06 to $6.12. The reporting person undertakes to provide, upon request, full information regarding the shares sold in such transactions.

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

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