SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* TAYLOR BRIAN (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 330 (Street) MINNETONKA MN 55305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2009	3. Issuer Name and Ticker or Trading Symbol Two Harbors Investment Corp. [ TWO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	723,176	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	10/28/2009	11/07/2013	Common Stock	2,906,918	$11	I	See Footnote(1)
Forward sale contract (obligation to sell)	(2)	(2)	Common Stock	723,176	$9.87	I	See Footnote(1)

1. Name and Address of Reporting Person* TAYLOR BRIAN (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 330 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pine River Capital Management LLC (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 330 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pine River Capital Management L.P. (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 330 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Nisswa Acquisition Master Fund Ltd. (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 330 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are owned directly by Nisswa Acquisition Master Fund Ltd (the "Fund"), of which Pine River Capital Management L.P (the "Partnership") is the Investment Manager. Mr. Taylor is the sole member of Pine River Capital Management LLC (the "LLC"), an entity which is the general partner of the Partnership. Mr. Taylor, the Partnership and the LLC disclaim beneficial ownership of any of the securities owned by the Fund other than to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that Mr. Taylor, the Partnership or the LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. On October 26, 2009, the Fund entered into a forward sale contract with Capitol Acquisition Corp. ("Capitol"), pursuant to which the Fund is obligated to deliver to Capitol 723,176 shares of Common Stock in exchange for a cash payment of $7,137,747 ($9.87 per share). The closing of the purchase and sale of the shares will occur on the date on which Capitol's trust account is liquidated after the merger between Capitol and Two Harbors Merger Corp., a wholly owned subsidiary of the issuer, is consummated. Capitol is obligated to use commercially reasonable efforts to cause the trust account to be liquidated on the date of the consummation of the merger, and in no event shall such liquidation occur more than one business day after the date of the consummation of the merger.

	/s/ Brian Taylor	10/27/2009
	/s/ Pine River Capital Management LLC, by Brian Taylor	10/27/2009
	/s/ Pine River Capital Management L.P., by Brian Taylor	10/27/2009
	/s/ Nisswa Acquisition Master Fund Ltd., by Brian Taylor	10/27/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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